Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 06, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Primoris Services Corp | ' |
Entity Central Index Key | '0001361538 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 51,571,394 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $174,034 | $157,551 |
Short term investments | 3,179 | 3,441 |
Customer retention deposits and restricted cash | 15,377 | 35,377 |
Accounts receivable, net | 284,497 | 268,095 |
Costs and estimated earnings in excess of billings | 80,434 | 41,701 |
Inventory and uninstalled contract materials | 43,616 | 37,193 |
Deferred tax assets | 10,477 | 10,477 |
Prepaid expenses and other current assets | 12,830 | 10,800 |
Total current assets | 624,444 | 564,635 |
Property and equipment, net | 220,179 | 184,840 |
Investment in non-consolidated entities | 6,546 | 12,813 |
Intangible assets, net | 48,002 | 51,978 |
Goodwill | 118,626 | 116,941 |
Other long-term assets | 1,214 | ' |
Total assets | 1,019,011 | 931,207 |
Current liabilities: | ' | ' |
Accounts payable | 119,882 | 151,546 |
Billings in excess of costs and estimated earnings | 147,464 | 158,892 |
Accrued expenses and other current liabilities | 101,881 | 76,152 |
Dividends payable | 1,805 | ' |
Current portion of capital leases | 3,928 | 3,733 |
Current portion of long-term debt | 26,910 | 19,446 |
Current portion of contingent earnout liabilities | 8,763 | 10,900 |
Total current liabilities | 410,633 | 420,669 |
Long-term capital leases, net of current portion | 2,760 | 3,831 |
Long-term debt, net of current portion | 188,713 | 128,367 |
Deferred tax liabilities | 20,018 | 20,018 |
Long-term contingent earnout liabilities, net of current portion | 6,083 | 12,531 |
Other long-term liabilities | 13,243 | 13,153 |
Total liabilities | 641,450 | 598,569 |
Commitments and contingencies | ' | ' |
Stockholders' equity | ' | ' |
Common stock-$.0001 par value, 90,000,000 shares authorized, 51,571,394 and 51,403,686 issued and outstanding at September 30, 2013 and December 31, 2012 | 5 | 5 |
Additional paid-in capital | 159,058 | 155,605 |
Retained earnings | 217,540 | 175,517 |
Noncontrolling interests | 958 | 1,511 |
Total stockholders' equity | 377,561 | 332,638 |
Total liabilities and stockholders' equity | $1,019,011 | $931,207 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ' | ' |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 90,000,000 | 90,000,000 |
Common stock, shares issued | 51,571,394 | 51,403,686 |
Common stock, shares outstanding | 51,571,394 | 51,403,686 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ' | ' | ' | ' |
Revenues | $551,333 | $431,842 | $1,406,341 | $1,060,851 |
Cost of revenues | 475,868 | 375,551 | 1,225,243 | 922,960 |
Gross profit | 75,465 | 56,291 | 181,098 | 137,891 |
Selling, general and administrative expenses | 36,478 | 26,014 | 96,657 | 69,684 |
Operating income | 38,987 | 30,277 | 84,441 | 68,207 |
Other income (expense): | ' | ' | ' | ' |
Income (loss) from non-consolidated entities | 113 | -159 | 169 | 895 |
Foreign exchange gain (loss) | 91 | 18 | 3 | -30 |
Other expense | -376 | -382 | -809 | -961 |
Interest income | 32 | 96 | 95 | 143 |
Interest expense | -1,579 | -937 | -4,501 | -3,044 |
Income before provision for income taxes | 37,268 | 28,913 | 79,398 | 65,210 |
Provision for income taxes | -14,075 | -10,965 | -30,272 | -24,875 |
Net income | 23,193 | 17,948 | 49,126 | 40,335 |
Less net income attributable to noncontrolling interests | -1,348 | -432 | -1,947 | -600 |
Net income attributable to Primoris | $21,845 | $17,516 | $47,179 | $39,735 |
Earnings per share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.42 | $0.34 | $0.92 | $0.77 |
Diluted (in dollars per share) | $0.42 | $0.34 | $0.91 | $0.77 |
Weighted average common shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 51,568 | 51,398 | 51,529 | 51,387 |
Diluted (in shares) | 51,671 | 51,404 | 51,595 | 51,402 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net income | $49,126 | $40,335 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 31,003 | 20,719 |
Amortization of intangible assets | 5,576 | 4,669 |
Gain on sale of property and equipment | -1,176 | -2,396 |
Income from non-consolidated entities | -169 | -895 |
Impairment expense for non-consolidated entities | 3,250 | ' |
Non-consolidated entity distributions | 3,186 | 1,260 |
Stock-based compensation expense | 229 | ' |
Changes in assets and liabilities: | ' | ' |
Customer retention deposits and restricted cash | 20,000 | -3,324 |
Accounts receivable | -16,402 | -64,933 |
Costs and estimated earnings in excess of billings | -38,733 | -21,089 |
Other current assets | -8,665 | 475 |
Accounts payable | -32,551 | 20,433 |
Billings in excess of costs and estimated earnings | -11,428 | 7,329 |
Contingent earnout liabilities | -9,287 | -2,489 |
Accrued expenses and other current liabilities | 26,626 | 20,688 |
Other long-term liabilities | 90 | -1,510 |
Net cash provided by operating activities | 20,675 | 19,272 |
Cash flows from investing activities: | ' | ' |
Purchase of property and equipment | -68,749 | -23,720 |
Proceeds from sale of property and equipment | 6,554 | 7,683 |
Purchase of short-term investments | -5,620 | -6,380 |
Sale of short-term investments | 5,882 | 23,000 |
Cash paid for acquisitions | -2,273 | -38,110 |
Net cash used in investing activities | -64,206 | -37,527 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of long-term debt | 97,035 | 16,671 |
Repayment of capital leases | -3,399 | -8,018 |
Repayment of long-term debt | -29,225 | -12,177 |
Repayment of subordinated debt | ' | -17,501 |
Proceeds from issuance of common stock purchased by management under long-term incentive plan | 1,455 | 1,240 |
Dividends paid | -3,352 | -4,611 |
Payment of accumulated earnings to non-controlling interest holder | -2,500 | ' |
Repurchase of common stock | ' | -1,001 |
Net cash provided by (used in) financing activities | 60,014 | -25,397 |
Net change in cash and cash equivalents | 16,483 | -43,652 |
Cash and cash equivalents at beginning of the period | 157,551 | 120,306 |
Cash and cash equivalents at end of the period | 174,034 | 76,654 |
Cash paid during the period for: | ' | ' |
Interest | 3,369 | 2,282 |
Income taxes, net of refunds received | 32,379 | 18,082 |
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES | ' | ' |
Obligations incurred for the acquisition of property and equipment | 2,523 | 1,854 |
Dividends declared and not yet paid | $1,805 | $1,542 |
Nature_of_Business
Nature of Business | 9 Months Ended | ||
Sep. 30, 2013 | |||
Nature of Business | ' | ||
Nature of Business | ' | ||
Note 1—Nature of Business | |||
Organization and operations— Primoris Services Corporation is a holding company of various construction and product engineering subsidiaries. The Company’s underground and directional drilling operations install, replace and repair natural gas, petroleum, telecommunications and water pipeline systems, including large diameter pipeline systems. The Company’s industrial, civil and engineering operations build and provide maintenance services to industrial facilities including power plants, petrochemical facilities, and other processing plants; construct multi-level parking structures; and engage in the construction of highways, bridges and other environmental construction activities. The Company is incorporated in the State of Delaware and its corporate headquarters are located at 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201. | |||
The following table lists the Company’s primary operating subsidiaries and their reportable operating segment: | |||
Subsidiary | Operating Segment | ||
ARB, Inc. (“ARB”) | West Construction Services | ||
ARB Structures, Inc. | West Construction Services | ||
Q3 Contracting, Inc. (“Q3C”); acquired 2012 | West Construction Services | ||
Rockford Corporation (“Rockford”) | West Construction Services | ||
Stellaris, LLC. | West Construction Services | ||
OnQuest, Inc. | Engineering | ||
OnQuest, Canada, ULC (Born Heaters Canada, ULC prior to 2013) | Engineering | ||
Cardinal Contractors, Inc. | East Construction Services | ||
Force Specialty Services, Inc. (“FSSI”); acquired 2013 | East Construction Services | ||
James Construction Group, LLC (“JCG”) | East Construction Services | ||
Sprint Pipeline Services, L.P. (“Sprint”); acquired 2012 | East Construction Services | ||
Silva Group (“Silva”); acquired 2012 | East Construction Services | ||
The Saxon Group (“Saxon”); acquired 2012 | East Construction Services | ||
The Company is a party to the Blythe Power Constructors joint venture (“Blythe”) for the installation of a parabolic trough solar field and steam generation system in California. | |||
Unless specifically noted otherwise, as used throughout these consolidated financial statements, “Primoris”, “the Company”, “we”, “our”, “us” or “its” refers to the business, operations and financial results of the Company and its wholly-owned subsidiaries. | |||
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation | ' |
Basis of Presentation | ' |
Note 2—Basis of Presentation | |
Interim consolidated financial statements— The interim condensed consolidated financial statements for the three-month and nine-month periods ended September 30, 2013 and 2012 have been prepared in accordance with Rule 10-01 of Regulation S-X of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, certain disclosures, which would substantially duplicate the disclosures contained in the Company’s Annual Report on Form 10-K, filed on March 7, 2013, which contains the Company’s audited consolidated financial statements for the year ended December 31, 2012, have been omitted. | |
This Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013 (the “Third Quarter 2013 Report”) should be read in concert with the Company’s most recent Annual Report on form 10-K. The interim financial information is unaudited. In the opinion of management, the unaudited information includes all adjustments (consisting of normal recurring adjustments) necessary for the fair presentation of the interim financial information. | |
Revenue recognition | |
Fixed-price contracts — Historically, a substantial portion of the Company’s revenue has been generated under fixed-price contracts. For fixed-price contracts, the Company recognizes revenues using the percentage-of-completion method, which may result in uneven and irregular results. In the percentage-of-completion method, estimated revenues and resulting contract income are calculated based on the total costs incurred to date as a percentage of total estimated costs. If an estimate of total contract cost indicates a loss on a contract, the projected loss is recognized in full at the time of the estimate. The loss amount is recognized as an “accrued loss provision” and is included in the accrued expenses and other liabilities amount on the balance sheet. As the percentage-of-completion method is used to calculate revenues, the accrued loss provision is changed so that the gross profit for the contract is zero. | |
Unforeseen events and circumstances can alter the estimate of the costs and potential profit associated with a particular contract. Total estimated costs, and thus contract revenues and income, can be impacted by changes in productivity, scheduling, the unit cost of labor, subcontracts, materials and equipment. Additionally, external factors such as weather, client needs, client delays in providing permits and approvals, labor availability, governmental regulation and politics may affect the progress of a project’s completion and thus the timing of revenue recognition. To the extent that original cost estimates are modified, estimated costs to complete increase, delivery schedules are delayed, or progress under a contract is otherwise impeded, cash flow, revenue recognition and profitability from a particular contract may be adversely affected. | |
Other contract forms — The Company also uses unit-price, time and material, and cost reimbursable plus fee contracts. For these jobs, revenue is recognized based on contractual terms. For example, time and material contract revenues are recognized based on purchasing and employee time records. Similarly, unit price contracts recognize revenue based on completion of specific units at a specified unit price. | |
For all of its contracts, the Company includes any provision for estimated losses on uncompleted contracts in accrued expenses. Changes in job performance, job conditions and estimated profitability, including those arising from final contract settlements, may result in revisions to costs and income. These revisions are recognized in the period in which the revisions are identified. | |
The caption “Costs and estimated earnings in excess of billings” represents unbilled receivables which arise when revenues have been recorded but the amount will not be billed until a later date. Balances represent: (a) unbilled amounts arising from the use of the percentage-of-completion method of accounting which may not be billed under the terms of the contract until a later date, (b) incurred costs to be billed under cost reimbursement type contracts, or (c) amounts arising from routine lags in billing. For those contracts in which billings exceed contract revenues recognized to date, the excess amounts are included in the caption “Billings in excess of costs and estimated earnings”. | |
The Company considers unapproved change orders to be contract variations for which it has customer approval for a change in scope but for which it does not have an agreed upon price change. Costs associated with unapproved change orders are included in the estimated cost to complete the contracts and are treated as project costs as incurred. The Company recognizes revenue equal to costs incurred on unapproved change orders when realization of price approval is probable. Unapproved change orders involve the use of estimates, and it is reasonably possible that revisions to the estimated costs and recoverable amounts may be required in future reporting periods to reflect changes in estimates or final agreements with customers. | |
The Company considers claims to be amounts it seeks, or will seek, to collect from customers or others for customer-caused changes in contract specifications or design, or other customer-related causes of unanticipated additional contract costs on which there is no agreement with customers on both scope and price changes. Claims are included in the calculation of revenues when realization is probable and amounts can be reliably determined. Revenues in excess of contract costs incurred on claims are recognized when the amounts have been agreed upon with the customer. Revenue in excess of contract costs from claims is recognized when agreement is reached with customers as to the value of the claims, which in some instances may not occur until after completion of work under the contract. Costs associated with claims are included in the estimated costs to complete the contracts and are treated as project costs when incurred. | |
In accordance with applicable terms of certain construction contracts, retainage amounts may be withheld by customers until completion and acceptance of the project. Some payments of the retainage may not be received for a significant period after completion of our portion of a project. In some jurisdictions, retainage amounts are deposited into an escrow account. | |
Significant revision in contract estimate— As previously discussed, revenue recognition is based on the percentage-of-completion method for firm fixed-price contracts. Under this method, the costs incurred to date as a percentage of total estimated costs are used to calculate revenue. Total estimated costs, and thus contract revenues and margin, are impacted by many factors which can cause significant changes in estimates during the life cycle of a project. | |
For projects that were in process in the prior year, but are either completed or continue to be in process during the current year, there can be a difference in revenues and profits recognized to the prior year, had current year estimates of costs to complete been known in the prior year. | |
Customer Concentration — The Company operates in multiple industry segments encompassing the construction of commercial, industrial and public works infrastructure assets throughout the United States. Typically, the top ten customers in any one calendar year generate revenues in excess of 50% of total revenues and consist of a different group of customers in each year. | |
During the three months and nine months ending September 30, 2013, revenues generated by the top ten customers were $274 million and $717 million, respectively, which represented 49.7% and 51.0%, respectively, of total revenues during the periods. During the three and nine month periods ending September 30, 2013, a large gas and electric utility represented 8.8% and 8.3%, respectively, of total revenues and a large pipeline company represented 9.7% and 6.8%, respectively, of total revenues. | |
During the three and nine months ending September 30, 2012, revenues generated by the top ten customers were $243.6 million and $607.8 million, respectively, which represented 56.4% and 57.3%, respectively, of total revenues during the periods. During the three and nine month periods ending September 30, 2012, the Louisiana Department of Transportation represented 11.9% and 12.7%, respectively, of total revenues and a large gas and electric utility represented 16.1% and 13.6%, respectively, of total revenues. | |
At September 30, 2013, approximately 13.1% of the Company’s accounts receivable were due from one customer, and that customer provided 7.4% of the Company’s revenues for the nine months ended September 30, 2013. At September 30, 2012, approximately 10.8% of the Company’s accounts receivable were due from one customer, and that customer provided 13.6% of the Company’s revenues for the nine months ended September 30, 2012. | |
Multiemployer Plans— Various subsidiaries in the West Construction Services segment are signatories to collective bargaining agreements. These agreements require that the Company participate in and contribute to a number of multiemployer benefit plans for its union employees at rates determined by the agreements. The trustees for each multiemployer plan determine the eligibility and allocations of contributions and benefit amounts, determine the types of benefits and administer the plan. Federal law requires that if the Company were to withdraw from an agreement, it will incur a withdrawal obligation. The potential withdrawal obligation may be significant. Any withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated, in accordance with generally accepted accounting principles (“GAAP”). In November 2011, the Company withdrew from the Central States Southeast and Southwest Areas Pension Fund multiemployer pension plan. The Company has no plans to withdraw from any other agreements. See Note 19 — Commitments and Contingencies. | |
Inventory and uninstalled contract materials — Inventory consists of expendable construction materials and small tools that will be used in construction projects and is valued at the lower of cost, using first-in, first-out method, or market. Uninstalled contract materials include certain job specific materials not yet installed which are valued using the specific identification method relating the cost incurred to a specific project. |
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | ' |
Note 3—Recent Accounting Pronouncements | |
In January 2013, the FASB issued ASU 2013-01, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU 2011-11 , “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” . The ASU was effective for the fiscal years and interim periods beginning January 1, 2013. Retrospective application is required for any period presented that begins before the entity’s initial application of the new requirements. The adoption of this guidance did not have a material impact on the Company’s financial statements. | |
In February 2013, the FASB issued ASU 2013-04, “Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2013-04”). ASU 2013-04 provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. This ASU is an update to FASB ASC Topic 405, “Liabilities”. The amendments in this ASU are effective for fiscal years, and interim periods, beginning after December 15, 2013. The adoption of this guidance is not expected to have a material impact on the Company’s financial statements. | |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Measurements | ' | ||||||||||||
Fair Value Measurements | ' | ||||||||||||
Note 4—Fair Value Measurements | |||||||||||||
ASC Topic 820, “Fair Value Measurements and Disclosures”, defines fair value in GAAP, establishes a framework for measuring fair value and requires certain disclosures about fair value measurements. ASC Topic 820 requires that certain financial assets and financial liabilities be re-measured and reported at fair value each reporting period and that other non-financial assets and liabilities be re-measured and reported at fair value on a non-recurring basis. | |||||||||||||
ASC Topic 820 also establishes three reporting levels for fair value measurements. Fair values determined by Level 1 use quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs use data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are “unobservable data points” for an asset or liability and include situations where there is little, if any, market activity for the asset or liability. | |||||||||||||
The following table presents, for each of the fair value hierarchy levels identified under ASC Topic 820, the Company’s financial assets and liabilities that are required to be measured at fair value at September 30, 2013 and December 31, 2012: | |||||||||||||
Fair Value Measurements at Reporting Date | |||||||||||||
Amount | Quoted Prices | Significant | Significant | ||||||||||
Recorded | in Active Markets | Other | Unobservable | ||||||||||
on Balance | for Identical Assets | Observable | Inputs | ||||||||||
Sheet | (Level 1) | Inputs | (Level 3) | ||||||||||
(Level 2) | |||||||||||||
Assets as of September 30, 2013: | |||||||||||||
Cash and cash equivalents | $ | 174,034 | $ | 174,034 | — | — | |||||||
Short-term investments | $ | 3,179 | $ | 3,179 | — | — | |||||||
Liabilities as of September 30, 2013: | |||||||||||||
Contingent consideration | $ | 14,846 | — | — | $ | 14,846 | |||||||
Assets as of December 31, 2012: | |||||||||||||
Cash and cash equivalents | $ | 157,551 | $ | 157,551 | — | — | |||||||
Short-term investments | $ | 3,441 | $ | 3,441 | — | — | |||||||
Liabilities as of December 31, 2012: | |||||||||||||
Contingent consideration | $ | 23,431 | — | — | $ | 23,431 | |||||||
Short-term investments consist primarily of Certificates of Deposit (“CDs”) purchased through the CDARS (Certificate of Deposit Account Registry Service) process and U.S. Treasury bills with various financial institutions that are backed by the federal government. | |||||||||||||
Other financial instruments of the Company not listed in the table consist of accounts receivable, accounts payable and certain accrued liabilities. These financial instruments generally approximate fair value based on their short-term nature. The carrying value of the Company’s long-term debt approximates fair value based on comparison with current prevailing market rates for loans of similar risks and maturities. | |||||||||||||
The following table provides changes to the Company’s contingent consideration liability Level 3 fair value measurements during the nine months ended September 30, 2013: | |||||||||||||
Contingent Consideration | |||||||||||||
Balance at December 31, 2012 | $ | 23,431 | |||||||||||
Additions: | |||||||||||||
FSSI acquisition on March 11, 2013 | 702 | ||||||||||||
Change in fair value of contingent consideration | 1,613 | ||||||||||||
Reductions: | |||||||||||||
Payment to Rockford sellers | (6,900 | ) | |||||||||||
Payment to Sprint sellers | (4,000 | ) | |||||||||||
Balance at September 30, 2013 | $ | 14,846 | |||||||||||
On a quarterly basis, the Company assesses the estimated fair value of the contractual obligation to pay the contingent consideration and any changes in estimated fair value are recorded as other non-operating expense or income in the Company’s statement of operations. Fluctuations in the fair value of contingent consideration are impacted by two unobservable inputs, management’s estimate of the probability (which range from 33% to 100%) of the acquired company meeting the contractual operating performance target and the estimated discount rate (a rate that approximates the Company’s cost of capital). Significant changes in either of those inputs in isolation would result in a significantly different fair value measurement. Generally, a change in the assumption of the probability of meeting the performance target is accompanied by a directionally similar change in the fair value of contingent consideration liability, whereas a change in assumption of the estimated discount rate is accompanied by a directionally opposite change in the fair value of contingent consideration liability. | |||||||||||||
Accounts_Receivable
Accounts Receivable | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accounts Receivable | ' | |||||||
Accounts Receivable | ' | |||||||
Note 5—Accounts Receivable | ||||||||
The following is a summary of the Company’s accounts receivable: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Contracts receivable, net of allowance for doubtful accounts of $535 at September 30, 2013 and $432 at December 31, 2012 | $ | 235,302 | $ | 227,548 | ||||
Retention | 48,768 | 39,710 | ||||||
284,070 | 267,258 | |||||||
Other accounts receivable | 427 | 837 | ||||||
$ | 284,497 | $ | 268,095 | |||||
Costs_and_Estimated_Earnings_o
Costs and Estimated Earnings on Uncompleted Contracts | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Costs and Estimated Earnings on Uncompleted Contracts | ' | |||||||
Costs and Estimated Earnings on Uncompleted Contracts | ' | |||||||
Note 6—Costs and Estimated Earnings on Uncompleted Contracts | ||||||||
Costs and estimated earnings on uncompleted contracts consist of the following at: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Costs incurred on uncompleted contracts | $ | 4,256,810 | $ | 3,882,968 | ||||
Reserve for estimated losses on uncompleted contracts | 2,018 | 764 | ||||||
Gross profit recognized | 516,451 | 448,928 | ||||||
4,775,279 | 4,332,660 | |||||||
Less: billings to date | (4,842,309 | ) | (4,449,851 | ) | ||||
$ | (67,030 | ) | $ | (117,191 | ) | |||
This amount is included in the accompanying consolidated balance sheet under the following captions: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Costs and estimated earnings in excess of billings | $ | 80,434 | $ | 41,701 | ||||
Billings in excess of costs and estimated earnings | (147,464 | ) | (158,892 | ) | ||||
$ | (67,030 | ) | $ | (117,191 | ) | |||
Equity_Method_Investments
Equity Method Investments | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Equity Method Investments. | ' | |||||||||||||
Equity Method Investments | ' | |||||||||||||
Note 7—Equity Method Investments | ||||||||||||||
WesPac Energy LLC and WesPac Midstream LLC | ||||||||||||||
On July 1, 2010, the Company acquired a 50% membership interest in WesPac Energy LLC, a Nevada limited liability company (“WesPac”), from Kealine Holdings, LLC (“Kealine”), a Nevada limited liability company. Kealine held the remaining 50% membership interest in WesPac. WesPac developed pipeline and terminal projects in the United States, Canada and Mexico. | ||||||||||||||
On September 30, 2013, WesPac, Kealine and the Company entered into a contribution agreement (the “Agreement”) with Highstar Capital IV, LP (“Highstar”), to form a new entity, WesPac Midstream LLC, a Delaware limited liability company (“WesPac-Midstream”), owned collectively by Highstar, Kealine and the Company. WesPac contributed certain project assets to WesPac-Midstream. Highstar contributed $6.1 million in cash for an 85% ownership interest in certain developmental projects. Of this amount, $3.04 million was distributed to the Company and accounted for as a reduction of the carrying value of the WesPac investment. Highstar also obtained a 75% interest in two of WesPac-Midstream’s more mature projects. Highstar may make additional payments to Kealine and the Company for the two projects contingent on completion of certain milestones as follows: | ||||||||||||||
1. When the first project reaches “commercial acceptance” (as that term is defined in the Agreement), a payment of $4.5 million will be made ($2.25 million to the Company), and an additional payment of $4.5 million when the project goes into production ($2.25 million to the Company). | ||||||||||||||
2. If the second project successfully reaches “commercial acceptance” prior to January 31, 2014, a payment of $4.5 million ($2.25 million to the Company) will be made and a similar payment when the project goes into production. If “commercial acceptance” is not received prior to July 1, 2014, no contingent payments will be made for this project. | ||||||||||||||
Highstar will fund WesPac-Midstream’s operations over the next two years. The Company is not required to fund any of WesPac-Midstream’s activities and retains one of five board seats. | ||||||||||||||
During the third quarter 2013 and prior to the Agreement, WesPac recorded a third quarter loss of $0.2 million and the Company recorded its 50% share of the loss of $0.1 million. After recording the loss, the carrying value of the WesPac investment prior to the sale to Highstar, was $11.5 million. | ||||||||||||||
In July 2010, the Company recorded a $5 million amount greater than its pro-rata share of the WesPac equity as part of its original investment (“basis difference”). In December 2011, as a result of certain events impacting WesPac, the Company recorded a reduction of $1.7 million of its $5 million basis difference. As a result of the Agreement, the Company eliminated the remaining basis difference of $3.25 million to recognize an other than temporary decrease in the value of its basis difference. The non-cash impairment charge was recorded as a Selling, General and Administrative expense. The Company’s remaining $4.76 million investment represents the Company’s pro-rata equity ownership in both the WesPac and WesPac-Midstream entities. | ||||||||||||||
The following is a summary of the financial position and results as of and for the periods ended: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
WesPac & WesPac-Midstream | ||||||||||||||
Balance sheet data | ||||||||||||||
Assets | $ | 18,856 | $ | 16,896 | ||||||||||
Liabilities | 1,067 | 1,063 | ||||||||||||
Net assets | $ | 17,789 | $ | 15,833 | ||||||||||
Company’s equity investment | $ | 4,757 | $ | 11,463 | ||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Earnings data: | ||||||||||||||
Revenue | $ | 10 | $ | — | $ | 99 | $ | 511 | ||||||
Expenses | $ | 235 | $ | 358 | $ | 754 | $ | 1,002 | ||||||
Earnings before taxes | $ | (225 | ) | $ | (358 | ) | $ | (655 | ) | $ | (491 | ) | ||
Company’s equity in earnings | $ | (113 | ) | $ | (178 | ) | $ | (328 | ) | $ | (245 | ) | ||
St.—Bernard Levee Partners | ||||||||||||||
The Company purchased a 30% interest in St.—Bernard Levee Partners (“Bernard”) in 2009 for $300 and accounts for this investment using the equity method. Bernard engaged in construction activities in Louisiana, and all work was completed in January 2013. The Company’s share of Bernard distributions for the nine months ended September 30, 2013 and 2012, was $145 and $1,260, respectively. The following is a summary of the financial position and results as of and for the periods ended: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
St. — Bernard Levee Partners | ||||||||||||||
Balance sheet data | ||||||||||||||
Assets | $ | 22 | $ | 592 | ||||||||||
Liabilities | 22 | 86 | ||||||||||||
Net assets | $ | — | $ | 506 | ||||||||||
Company’s equity investment | $ | — | $ | 150 | ||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Earnings data: | ||||||||||||||
Revenue | $ | — | $ | 36 | $ | — | $ | 3,970 | ||||||
Expenses | $ | — | $ | (36 | ) | $ | 16 | $ | 162 | |||||
Earnings before taxes | $ | — | $ | 72 | $ | (16 | ) | $ | 3,808 | |||||
Company’s equity in earnings | $ | — | $ | 19 | $ | (5 | ) | $ | 1,140 | |||||
Alvah, Inc. | ||||||||||||||
As part of the acquisition of Q3C, the Company acquired a 49% membership interest in Alvah, Inc., a California corporation (“Alvah”). Alvah is engaged in electrical contracting activities, primarily in Northern California and worked as a subcontractor for ARB both prior to and subsequent to the Q3C acquisition. In December 2012, the company received $98 from a distribution by Alvah. During the three and nine months ending September 30, 2013, payments made by ARB to Alvah were $2,154 and $5,064, respectively, and payments made by Q3C were $2 and $214, respectively. For the same periods in the prior year, ARB made payments of $1,609 and $3,762, respectively and Q3C made payments of $120 and $353, respectively. | ||||||||||||||
The following is a summary of the financial position and results as of and for the period ended: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Balance sheet data | ||||||||||||||
Assets | $ | 3,849 | $ | 2,177 | ||||||||||
Liabilities | 1,677 | 1,208 | ||||||||||||
Net assets | $ | 2,172 | $ | 969 | ||||||||||
Company’s equity investment in venture | $ | 1,789 | $ | 1,200 | ||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Earnings data: | ||||||||||||||
Revenue | $ | 4,824 | $ | — | $ | 10,832 | $ | — | ||||||
Expenses | $ | 4,185 | $ | — | $ | 9,630 | $ | — | ||||||
Earnings after taxes | $ | 639 | $ | — | $ | 1,202 | $ | — | ||||||
Company’s equity in earnings | $ | 313 | $ | — | $ | 589 | $ | — | ||||||
Because Alvah was not acquired until November 2012, no activity is shown for the prior year. | ||||||||||||||
Business_Combinations
Business Combinations | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Business Combinations | ' | |||||||||||||
Business Combinations | ' | |||||||||||||
Note 8 — Business Combinations | ||||||||||||||
2013 Acquisition - FSSI | ||||||||||||||
On March 11, 2013, the Company’s subsidiary, Primoris Energy Services (“PES”), purchased the assets of Force Specialty Services Inc. (“FSSI”) which specializes in turn-around work at refineries and chemical plants in the Gulf Coast area. Based in the greater Houston, Texas area, FSSI’s location provides a presence and convenient access to refineries in south Texas, the Houston ship channel and Louisiana. | ||||||||||||||
The fair value of the consideration for the acquisition was $2,377. Consideration consisted of cash totaling $1,675, of which $1,025 was paid at closing and $650 was paid in the second quarter 2013. The agreement provides for three future potential payments, contingent upon FSSI meeting certain operating performance targets for the remainder of calendar year 2013 and calendar years 2014 and 2015. | ||||||||||||||
The contingent consideration is as follows: (1) $500 in cash for the achievement of pretax income of at least $553 for the remainder of the year ending December 31, 2013; (2) a payment of $500 in cash if pretax income for the year 2014 is at least $2,502; and (3), a payment of $500 in cash if pretax income for the year 2015 is at least $4,227. The estimated fair value of the potential contingent consideration on the acquisition date was $702 and at September 30, 2013 was $741. | ||||||||||||||
The purchase agreement also included a provision that PES make an up-front payment of $1,000 for a five-year employment, non-competition and non-solicitation agreement with a key employee. If the employee terminates his employment or violates the agreement prior to the end of the five-year period, he is required to repay the unamortized amount of the $1,000 payment. This agreement has been accounted for as a prepaid asset and is being amortized equally over the five-year period. | ||||||||||||||
At closing the Company received $302 in small tools inventory, $448 in property, plant and equipment, and recorded accounts payable of $1,060. | ||||||||||||||
The acquisition was accounted for using the acquisition method of accounting. The assets acquired and liabilities assumed were measured at their estimated fair value at the acquisition date Since its March 11, 2013 acquisition date, FSSI contributed revenues of $670 and $4,143 and gross profit of $14 and $325, for the three and nine months ended September 30, 2013, respectively. | ||||||||||||||
During the second quarter 2013, the Company finalized its estimates of the fair value of the contingent consideration, intangible assets and goodwill for the acquisition. The final revision resulted in a change from the estimated values recorded at March 31, 2013, including a decrease in the fair value of the contingent consideration of $136, increases in intangible assets of $800 and a decrease of $936 for goodwill | ||||||||||||||
The customer relationships were valued at $950 utilizing the “excess earnings method” of the income approach. The estimated discounted cash flows associated with existing customers and projects were based on historical and market participant data. Such discounted cash flows were net of fair market returns on the various tangible and intangible assets that are necessary to realize the potential cash flows. | ||||||||||||||
The fair value of the tradename of $550 was determined based on the “relief from royalty” method. A royalty rate was selected based on consideration of several factors, including external research of third party tradename licensing agreements and their royalty rate levels, and management estimates. The useful life was estimated at five years based on management’s expectation for continuing value of the tradename in the future. | ||||||||||||||
The fair value for the non-compete agreement of $100 was based on a discounted “income approach” model, including estimated financial results with and without the non-compete agreement in place. The agreement was analyzed based on the potential impact of competition that certain individuals could have on the financial results, assuming the agreement was not in place. An estimate of the probability of competition was applied and the results were compared to a similar model assuming the agreement was in place. | ||||||||||||||
Goodwill of $1,087 largely consists of expected benefits from the greater presence and convenient access to south Texas, the Houston ship channel and Louisiana and FSSI’s expertise in turn-around work for refineries and chemical plants. Goodwill also includes the value of the assembled workforce of the FSSI business. Based on the current tax treatment, goodwill and other intangible assets will be deductible for income tax purposes over a fifteen-year period. | ||||||||||||||
2012 Acquisition - Sprint Pipeline Services, L.P. | ||||||||||||||
The March 12, 2012 acquisition of Sprint was accounted for using the acquisition method of accounting. The fair value of the consideration totaled $28,377, which included cash payments of $21,197, Company stock valued at $980 (or 62,052 shares of restricted common stock) and contingent consideration of $6,200. | ||||||||||||||
The contingent consideration was as follows: if income before interest, taxes, depreciation and amortization (“EBITDA”) for 2012, as defined in the purchase agreement, was at least $7,000, we would pay $4,000 in cash to the sellers. The earnout target was achieved in 2012 and was paid in April 2013. | ||||||||||||||
The 2013 earnout target provides for an additional cash payment of $4,000 to the sellers if 2013 EBITDA is at least $7,750. The estimated fair value of the 2013 contingent consideration as of the acquisition date was $2,745 and at September 30, 2013 and December 31, 2012, the estimated fair value of the contingent consideration was $3,300 and $3,020, respectively. | ||||||||||||||
2012 Acquisition - Silva Companies | ||||||||||||||
The May 30, 2012 acquisition of Silva was accounted for using the acquisition method of accounting. The fair value of the consideration was $14,090. | ||||||||||||||
2012 Acquisition - The Saxon Group | ||||||||||||||
The September 28, 2012 acquisition of Saxon was accounted for using the acquisition method of accounting. The fair value of the consideration was $550 in cash, payment of a banknote for $2,429, and contingent consideration valued at $1,950 for total consideration of $4,929. | ||||||||||||||
The contingent consideration included an earnout where the Company would pay $2,500 to the sellers, contingent upon Saxon meeting one of the following two targets: (1) EBITDA for the fifteen month period ending December 31, 2013 of at least $4,000 or; (2) EBITDA for the twenty-one month period ending September 30, 2014 of at least $4,750. The estimated fair value of the contingent consideration on the acquisition date was $1,950. The estimated fair value of the contingent consideration was $2,269 and $2,028 at September 30, 2013 and December 31, 2012, respectively. | ||||||||||||||
2012 Acquisition — Q3 Contracting | ||||||||||||||
Using the acquisition method of accounting, the fair value of the consideration for the November 17, 2012 acquisition of Q3C totaled $56,592. At closing we made a cash payment of $48,116 and recorded a contingent earnout with a fair value of $7,448 and a liability for a future payment of $430 in Company common stock. | ||||||||||||||
The contingent earnout requires the Company to pay additional cash to the sellers, contingent on Q3C meeting certain EBITDA targets (as that term is defined in the stock purchase agreement). The targets are as follows: | ||||||||||||||
1. For the period November 18, 2012 through December 31, 2013, if EBITDA is at least $17,700, the Company will pay an additional $3,750. The payment amount increases by $1,250, to $5,000, if EBITDA exceeds $19,000. | ||||||||||||||
2. For calendar year 2014, if EBITDA is at least $19,000, the Company will pay an additional $3,750. The payment amount increases by $1,250, to $5,000, if EBITDA exceeds $22,000. | ||||||||||||||
As of the purchase date, the estimated fair value of the contingent consideration was $7,448. The fair value estimate is based on management’s evaluation of the probability of Q3C meeting the financial performance targets for the two periods, discounted at the Company’s estimated average cost of capital. The estimated fair value at September 30, 2013 and December 31, 2012 was $8,536 and $7,490, respectively (which includes the expectation that the 2013 target, item 1 above, will be met, with the fair value of $5,000 at September 30, 2013). | ||||||||||||||
In January 2013, we issued 29,273 shares of unregistered stock. In August 2013, we paid $598 in cash to the sellers as part of tax-related elections that were made under the terms of the purchase agreement. | ||||||||||||||
During the third quarter of 2013, the Company finalized its estimate of the fair value of the acquired assets and liabilities for the acquisition, resulting in no change to the initial estimate. Additionally, under the purchase agreement, the Company made a final true-up of the purchase amount during the third quarter 2013, resulting in an additional payment to the sellers of $598. This increased goodwill as of September 30, 2013, an increase in the original estimated goodwill value that had been recorded at December 31, 2012, March 31, 2013 and June 30, 2013. | ||||||||||||||
Summary of Cash Paid for Acquisitions for the nine months ended September 30, 2013 and 2012 | ||||||||||||||
The following table summarizes the cash paid for acquisitions for the nine months ended September 30, 2013 and 2012. The Q3C acquisition was made on November 17, 2012 and included a cash payment of $48,116. The Company made an additional post-closing payment to the sellers in August 2013, which is included below: | ||||||||||||||
Nine Months ended September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Sprint — Purchased March 12, 2012 | $ | — | $ | 21,197 | ||||||||||
Silva — purchased May 30, 2012 | — | 13,934 | ||||||||||||
Saxon — purchased September 28, 2012 | — | 2,979 | ||||||||||||
FSSI — purchased March 11, 2013 | 1,675 | — | ||||||||||||
Additional cash paid August 2013 — Q3C — purchased November 17, 2012 | 598 | — | ||||||||||||
$ | 2,273 | $ | 38,110 | |||||||||||
Supplemental Unaudited Pro Forma Information for the three and nine months ended September 30, 2013 and 2012 | ||||||||||||||
In accordance with ASC Topic 805 we are combining the pro forma information for the FSSI, Sprint, Silva, Saxon and Q3C acquisitions (“the Acquisitions”). The following pro forma information for the three and nine months ended September 30, 2013 and 2012 presents the combined results of operations of the Acquisitions combined, as if the Acquisitions had each occurred at the beginning of 2012. The supplemental pro forma information has been adjusted to include: | ||||||||||||||
· the pro forma impact of amortization of intangible assets and depreciation of property, plant and equipment, based on the purchase price allocations; | ||||||||||||||
· the pro forma impact of the expense associated with the amortization of the discount for the fair value of the contingent consideration for potential earnout liabilities that may be achieved in 2013 for the Sprint and FSSI acquisitions and 2013 or 2014 for the Saxon, Q3C and FSSI acquisitions; | ||||||||||||||
· the pro forma tax effect of both the income before income taxes and the pro forma adjustments, calculated using a tax rate of 39.0% for the three and nine months ended September 30, 2012 and the same periods in 2013; and | ||||||||||||||
· the pro forma increase in weighted average shares outstanding including 62,052 unregistered shares of common stock issued as part of the Sprint acquisition and 29,273 shares of unregistered common stock issued as part of the Q3C acquisition. | ||||||||||||||
The pro forma results are presented for illustrative purposes only and are not necessarily indicative of, or intended to represent, the results that would have been achieved had the Acquisitions been completed on January 1, 2012. For example, the pro forma results do not reflect any operating efficiencies and associated cost savings that the Company might have achieved with respect to the combined companies. | ||||||||||||||
Three months | Nine months | |||||||||||||
ended September 30, | ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Revenues | 551,333 | 476,570 | 1,409,140 | 1,192,167 | ||||||||||
Income before provision for income taxes | 37,268 | 31,967 | 79,283 | 65,395 | ||||||||||
Net income attributable to Primoris | 21,845 | 19,379 | 47,109 | 39,848 | ||||||||||
Weighted average common shares outstanding: | ||||||||||||||
Basic | 51,568 | 51,427 | 51,530 | 51,433 | ||||||||||
Diluted | 51,671 | 51,433 | 51,594 | 51,448 | ||||||||||
Earnings per share: | ||||||||||||||
Basic | $ | 0.42 | $ | 0.38 | $ | 0.91 | $ | 0.77 | ||||||
Diluted | $ | 0.42 | $ | 0.38 | $ | 0.91 | $ | 0.77 | ||||||
Intangible_Assets
Intangible Assets | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Intangible Assets | ' | |||||||||
Intangible Assets | ' | |||||||||
Note 9—Intangible Assets | ||||||||||
At September 30, 2013 and December 31, 2012, intangible assets totaled $48,002 and $51,978, respectively, net of amortization. The September 30, 2013 balance includes the effect of the FSSI acquisition (See Note 8). The table below summarizes the intangible asset categories, amounts and the average amortization periods, which are generally on a straight-line basis, as follows: | ||||||||||
Amortization | September 30, | December 31, | ||||||||
Period | 2013 | 2012 | ||||||||
Tradename | 3 to 10 years | $ | 21,808 | $ | 23,586 | |||||
Non-compete agreements | 2 to 5 years | $ | 2,991 | $ | 4,130 | |||||
Customer relationships | 5 to 15 years | $ | 23,203 | $ | 24,212 | |||||
Backlog | 0.75 years | $ | — | $ | 50 | |||||
Total | $ | 48,002 | $ | 51,978 | ||||||
Amortization expense of intangible assets was $1,891 and $1,476 for the three months ended September 30, 2013 and 2012, respectively, and amortization expense for the nine months ended September 30, 2013 and 2012 was $5,576 and $4,669, respectively. Estimated future amortization expense for intangible assets is as follows: | ||||||||||
For the Years Ending | Estimated | |||||||||
December 31, | Intangible | |||||||||
Amortization | ||||||||||
Expense | ||||||||||
2013 (remaining three months) | $ | 1,891 | ||||||||
2014 | 7,454 | |||||||||
2015 | 6,404 | |||||||||
2016 | 6,029 | |||||||||
2017 | 5,909 | |||||||||
Thereafter | 20,315 | |||||||||
$ | 48,002 | |||||||||
Accounts_Payable_and_Accrued_L
Accounts Payable and Accrued Liabilities | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accounts Payable and Accrued Liabilities | ' | |||||||
Accounts Payable and Accrued Liabilities | ' | |||||||
Note 10—Accounts Payable and Accrued Liabilities | ||||||||
At September 30, 2013 and December 31, 2012, accounts payable included retention amounts of approximately $8,359 and $15,946, respectively. These amounts are due to subcontractors but have been retained pending contract completion and customer acceptance of jobs. | ||||||||
The following is a summary of accrued expenses and other current liabilities at: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Payroll and related employee benefits | $ | 51,354 | $ | 33,086 | ||||
Insurance, including self-insurance reserves | 35,233 | 22,982 | ||||||
Reserve for estimated losses on uncompleted contracts | 2,018 | 764 | ||||||
Corporate income taxes and other taxes | 2,396 | 3,779 | ||||||
Accrued overhead cost | 1,326 | 2,007 | ||||||
Other | 9,554 | 13,534 | ||||||
$ | 101,881 | $ | 76,152 | |||||
Credit_Arrangements
Credit Arrangements | 9 Months Ended |
Sep. 30, 2013 | |
Credit Arrangements | ' |
Credit Arrangements | ' |
Note 11—Credit Arrangements | |
Revolving Credit Facility | |
As of September 30, 2013, the Company had a revolving credit facility (the “Credit Agreement”). The Credit Agreement was entered into by and among the Company, The PrivateBank and Trust Company, as administrative agent (the “Administrative Agent”) and co-lead arranger, The Bank of the West, as co-lead arranger, and IBERIABANK Corporation (the “Lenders”). The Credit Agreement is a $75 million revolving credit facility whereby the lenders agree to make loans on a revolving basis from time to time and to issue letters of credit for up to the $75 million committed amount. The Credit Agreement also provides for an incremental facility of up to $50 million. The termination date of the Credit Agreement is December 28, 2017. | |
The principal amount of any loans under the Credit Agreement will bear interest at either: (i) LIBOR plus an applicable margin as specified in the Credit Agreement (based on the Company’s senior debt to EBITDA ratio), or (ii) the Base Rate (which is the greater of (a) the Federal Funds Rate plus 0.5% or (b) the prime rate as announced by the Administrative Agent). Quarterly non-use fees, letter of credit fees and administrative agent fees are payable at rates specified in the Credit Agreement. | |
The principal amount of any loan drawn under the Credit Agreement may be prepaid in whole or in part, with a minimum prepayment of $5 million, at any time, potentially subject to make-whole provisions. | |
The Credit Agreement includes customary restrictive covenants for facilities of this type, as discussed below. | |
Commercial letters of credit were $4,808 at September 30, 2013 and $4,808 at December 31, 2012. Other than commercial letters of credit, there were no borrowings under this line of credit during the nine months ended September 30, 2013, leaving available borrowing capacity at $70,192 at September 30, 2013. | |
At the execution of the Credit Agreement, the previous Loan and Security Agreement dated October 29, 2009, as amended, between the Company and The Private Bank and Trust Company (the “PrivateBank Agreement”), was terminated. There were no borrowings outstanding at the time of the termination and all outstanding letters of credit were transferred to the Credit Agreement. | |
Senior Secured Notes and Shelf Agreement | |
On December 28, 2012, the Company entered into a $50 million Senior Secured Notes purchase (“Senior Notes”) and a $25 million private shelf agreement (the “Notes Agreement”) by and among the Company, The Prudential Investment Management, Inc. and certain Prudential affiliates (the “Noteholders”). | |
The Senior Notes amount was funded on December 28, 2012. The Senior Notes are due December 28, 2022 and bear interest at an annual rate of 3.65%, paid quarterly in arrears. Annual principal payments of $7.1 million are required from December 28, 2016 through December 28, 2021 with a final payment due on December 28, 2022. The principal amount may be prepaid, with a minimum prepayment of $5 million, at any time, subject to make-whole provisions. | |
The Notes Agreement provided for the issuance of notes of up to $25 million, prior to December 28, 2016. On July 25, 2013, the Company drew the full $25 million available under the Notes Agreement. The notes are due July 25, 2023 and bear interest at an annual rate of 3.85% paid quarterly in arrears. Seven annual principal payments of $3.6 million are required from July 25, 2017 with a final payment due on July 25, 2023. | |
All loans made under both the Credit Agreement and the Notes Agreement are secured by our assets, including, among others, our cash, inventory, goods, equipment (excluding equipment subject to permitted liens) and accounts receivable. All of our domestic subsidiaries have issued joint and several guaranties in favor of the Lenders and Noteholders for all amounts under the Credit Agreement and Notes Agreement. | |
Both the Credit Agreement and the Notes Agreement contain various restrictive and financial covenants including among others, minimum tangible net worth, senior debt/EBITDA ratio, debt service coverage requirements and a minimum balance for unencumbered net book value for fixed assets. In addition, the agreements include restrictions on investments, change of control provisions and provisions in the event the Company disposes more than 20% of its total assets. | |
The Company was in compliance with the covenants for the Credit Agreement and Notes Agreement at September 30, 2013. | |
Canadian Credit Facility | |
The Company has a credit facility for $10,000 in Canadian dollars with a Canadian bank for purposes of issuing commercial letters of credit in Canada. The credit facility has an annual renewal and provides for the issuance of commercial letters of credit for a term of up to five years. The facility provides for an annual fee of 1% for any issued and outstanding commercial letters of credit. Letters of credit can be denominated in either Canadian or U.S. dollars. At September 30, 2013 and December 31, 2012, letters of credit outstanding totaled $3,410 and $1,364 in Canadian dollars, respectively. At September 30, 2013, the available borrowing capacity was $6,590 in Canadian dollars. The credit facility contains a working capital restrictive covenant for our Canadian subsidiary, OnQuest Canada, ULC. At September 30, 2013, OnQuest Canada, ULC was in compliance with the covenant. | |
Subordinated Promissory Notes | |
Subordinated Promissory Note — Rockford. In connection with the 2010 acquisition of Rockford, the Company executed an unsecured promissory note with an initial principal amount of $16,712. In December 2012, the subordinated note was deemed paid. | |
Subordinated Promissory Note — JCG. In connection with the 2009 acquisition of JCG, the Company executed an unsecured promissory note on December 18, 2009 with an initial principal amount of $53,500. The JCG note was paid in full on March 12, 2012. | |
Noncontrolling_Interests
Noncontrolling Interests | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Noncontrolling Interests | ' | |||||||||
Noncontrolling Interests | ' | |||||||||
Note 12 — Noncontrolling Interests | ||||||||||
The Company applies the provisions of ASC Topic 810-10-45, which establishes accounting and reporting standards for ownership interests of parties other than the Company in subsidiaries, such as joint ventures and partnerships. | ||||||||||
The Company determined that the Blythe joint venture was a variable interest entity (“VIE”) and that the Company was the primary beneficiary as a result of its significant influence over the joint venture operations. | ||||||||||
The Blythe joint venture operating activities are included in the Company’s consolidated statements of income as follows: | ||||||||||
Three months | Nine months | |||||||||
ended September 30, | ended September 30, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||
Revenues | 15,468 | 7,750 | 47,371 | 13,164 | ||||||
Net income attributable to noncontrolling interests | 1,348 | 432 | 1,947 | 600 | ||||||
Since Blythe is a partnership, no tax effect was recognized for the income. Blythe made a $2.5 million distribution to the noncontrolling interests and $2.5 million distribution to the Company during the nine months ended September 30, 2013. There were no distributions made in the prior year, and there were no capital contributions made during the nine months ended September 30, 2013. | ||||||||||
The carrying value of the assets and liabilities associated with the operations of the Blythe joint venture are included in the Company’s consolidated balance sheets as follows: | ||||||||||
September 30, | December 31, | |||||||||
2013 | 2012 | |||||||||
Cash | $ | 1,793 | $ | 3,565 | ||||||
Accounts receivable | 8,448 | 8,843 | ||||||||
Current liabilities | 8,318 | 9,379 | ||||||||
The net assets of the joint venture are restricted for use by the project and are not available for general operations of the Company. | ||||||||||
Contingent_Earnout_Liabilities
Contingent Earnout Liabilities | 9 Months Ended |
Sep. 30, 2013 | |
Contingent Earnout Liabilities | ' |
Contingent Earnout Liabilities | ' |
Note 13 — Contingent Earnout Liabilities | |
As part of the Rockford acquisition in November 2010, the Company agreed to issue additional cash and common stock to the sellers, contingent upon Rockford meeting certain operating performance targets The final contingent earnout for 2012 was achieved and in April 2013, the Company made a $6,900 cash payment. | |
The Company has recorded additional contingent earnout consideration liabilities related to the acquisitions of FSSI, Sprint, Saxon and Q3C as discussed in Note 8 — Business Combinations. | |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
Note 14—Related Party Transactions | |
Primoris has entered into leasing transactions with Stockdale Investment Group, Inc. (“SIGI”). Brian Pratt, our Chief Executive Officer, President and Chairman of the Board of Directors and our largest stockholder, holds a majority interest and is the chairman, president and chief executive officer and a director of SIGI. John M. Perisich, our Executive Vice President and General Counsel, is secretary of SIGI. | |
Primoris leases properties from SIGI at the following locations: | |
1. Bakersfield, California (lease expires October 2022) | |
2. Pittsburg, California (lease expires April 2023) | |
3. San Dimas, California (lease expires March 2019) | |
4. Pasadena, Texas (leases expire in July 2019 and 2021) | |
During the nine months ended September 30, 2013 and 2012, the Company paid $688 and $695, respectively, in lease payments to SIGI for the use of these properties. | |
The Company entered into a $6.1 million agreement in 2010 to construct a wastewater facility for Pluris, LLC, a private company in which Brian Pratt holds the majority interest. The transaction was reviewed and approved by the Audit Committee of the Board of Directors of the Company. The project was substantially completed in December 2011. The Company recognized no revenues or profits in 2013 and recognized revenues of $362 for the nine months ended September 30, 2012, at normal margins. | |
Primoris leases a property from Roger Newnham, a former owner and current manager of our subsidiary, OnQuest Canada, ULC. The property is located in Calgary, Canada. During the nine months ended September 30, 2013 and 2012, Primoris paid $223 and $212, respectively, in lease payments. The current term of the lease is through December 31, 2014. | |
Primoris leases a property from Lemmie Rockford, one of the Rockford sellers, which commenced November 1, 2011. The property is located in Toledo, Washington. During the nine months ended September 30, 2013 and 2012, Primoris paid $68 and $68, respectively, in lease payments. The lease expires in January 2015. | |
As a result of the November 2012 acquisition of Q3C, the Company became party to leased property from Quality RE Partners, owned by three of the Q3C selling shareholders, of whom two are current employees, including Jay Osborn, President of Q3C. The property is located in Little Canada, Minnesota. During the nine months ended September 30, 2013, the Company paid $198, in lease payments to Quality RE Partners for the use of this property. The lease commenced October 28, 2012 and expires in October 2022. | |
As discussed in Note 7— “Equity Method Investments”, the Company owns several non-consolidated investments and has recognized revenues on work performed by the Company for those joint ventures. | |
StockBased_Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2013 | |
Stock-Based Compensation | ' |
Stock-Based Compensation | ' |
Note 15—Stock-Based Compensation | |
On May 3, 2013, the Board of Directors granted 100,000 Restricted Stock Units (“Units”) under the 2013 Equity Incentive Plan (the “2013 Plan”). The Units vest over a service period of four equal installments in 2014 through 2017, subject to earlier acceleration, termination, cancellation or forfeiture as provided in the underlying award agreement. Each Unit represents the right to receive one share of the Company’s common stock when vested. | |
The fair value of the Units was based on the closing market price of our common stock on the day prior to the date of the grant, or $21.98 per Unit. Stock compensation expense for the Units is being amortized using the straight-line method over the service vesting period. For the three and nine months ended September 30, 2013 the Company recognized $138 and $229, respectively, in compensation expense. At September 30, 2013, approximately $1.97 million of unrecognized compensation expense remains for the Units which will be recognized over a period of 3.6 years. | |
Vested Units accrue “Dividend Equivalents” (as defined in the 2013 Plan) which will be accrued as additional Units. At September 30, 2013, there were no accrued Dividend Equivalent Units. | |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes | ' |
Income Taxes | ' |
Note 16—Income Taxes | |
The effective tax rate on income before taxes and noncontrolling interests for the nine months ended September 30, 2013 is 38.13%. The effective tax rate for income attributable to Primoris is 39.09%. The rate differs from the U.S. federal statutory rate of 35% due primarily to state income taxes, the “Domestic Production Activity Deduction” and nondeductible meals and incidental per diems common in the construction industry. | |
To determine its quarterly provision for income taxes, the Company uses an estimated annual effective tax rate, which is based on expected annual income, statutory tax rates and tax planning opportunities available in the various jurisdictions in which the Company operates. Certain significant or unusual items are separately recognized in the quarter in which they occur and can be a source of variability in the effective tax rate from quarter to quarter. The Company recognizes interest and penalties related to uncertain tax positions, if any, as an income tax expense. | |
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of enactment date. | |
In September 2012, the Internal Revenue Service (“IRS”) concluded an examination of our federal income tax returns for 2008 and 2009, which did not have a material impact on our financial statements. In the third quarter of 2013, the IRS initiated an examination of our federal income tax return for 2011. The tax years 2010 through 2012 remain open to examination by the IRS. The statute of limitations of state and foreign jurisdictions vary generally between 3 to 5 years. Accordingly, the tax years 2008 through 2012 generally remain open to examination by the other major taxing jurisdictions in which the Company operates. | |
Dividends_and_Earnings_Per_Sha
Dividends and Earnings Per Share | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Dividends and Earnings Per Share | ' | |||||||||||||
Dividends and Earnings Per Share | ' | |||||||||||||
Note 17—Dividends and Earnings Per Share | ||||||||||||||
The Company has paid or declared cash dividends during 2013 as follows: | ||||||||||||||
· On March 5, 2013, the Company declared a cash dividend of $0.03 per common share, payable to stockholders of record on March 29, 2013. The dividend, totaling $1,547, was paid on April 15, 2013. | ||||||||||||||
· On May 3, 2013, the Company declared a cash dividend of $0.035 per common share, payable to stockholders of record on June 28, 2013. The dividend, totaling $1,805, was paid on July 15, 2013. | ||||||||||||||
· On August 2, 2013, the Company declared a cash dividend of $0.035 per common share, payable to stockholders of record on September 30, 2013. The dividend, totaling $1,805, was paid on October 15, 2013. | ||||||||||||||
The table below presents the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2013 and 2012: | ||||||||||||||
Three months | Nine months | |||||||||||||
ended September 30, | ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Numerator: | ||||||||||||||
Net income attributable to Primoris | $ | 21,845 | $ | 17,516 | $ | 47,179 | $ | 39,735 | ||||||
Denominator (shares in thousands): | ||||||||||||||
Weighted average shares for computation of basic earnings per share | 51,568 | 51,398 | 51,529 | 51,387 | ||||||||||
Dilutive effect of shares issued to independent directors | 3 | 6 | 10 | 15 | ||||||||||
Dilutive effect of shares issued as part of Q3C acquisition | — | — | 1 | — | ||||||||||
Dilutive effect of unvested restricted stock units | 100 | — | 55 | — | ||||||||||
Weighted average shares for computation of diluted earnings per share | 51,671 | 51,404 | 51,595 | 51,402 | ||||||||||
Earnings per share: | ||||||||||||||
Basic earnings per share | $ | 0.42 | $ | 0.34 | $ | 0.92 | $ | 0.77 | ||||||
Diluted earnings per share | $ | 0.42 | $ | 0.34 | $ | 0.91 | $ | 0.77 | ||||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders' Equity | ' |
Stockholders' Equity | ' |
Note 18—Stockholders’ Equity | |
Common stock — In March 2013, the Company received $1,455 for 131,989 shares of common stock issued, under a purchase arrangement within the Company’s Long-Term Incentive Plan (“LTI Plan”) for managers and executives. The LTI Plan allows participants to use a portion of their annual bonus amount to purchase Company common stock at a discount from the market price. The shares purchased in March 2013 were for bonus amounts earned in 2012 and were calculated at 75% of the average market closing price of December 2012. In March 2012, the Company received $1,240 for 111,790 shares of common stock issued under the LTI Plan for bonus amounts earned in the prior year. | |
In March 2013 and in August 2013, the Company issued 12,480 shares and 9,110 shares, respectively, of common stock as part of the quarterly compensation of the non-employee members of the Board of Directors. | |
As part of the acquisition of Q3C, the Company issued 29,273 unregistered shares of stock on January 7, 2013. The shares were issued based on the average December 2012 closing prices, or $14.69 per share for a total value of $430. | |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies. | ' |
Commitments and Contingencies | ' |
Note 19—Commitments and Contingencies | |
Leases— The Company leases certain property and equipment under non-cancellable operating leases which expire at various dates through 2019. The leases require the Company to pay all taxes, insurance, maintenance and utilities and are classified as operating leases in accordance with ASC Topic 840 “Leases”. | |
Total lease expense during the three and nine months ended September 30, 2013 was $3,566 and $11,111, respectively, compared to $2,629 and $7,388 for the same periods in 2012. The amounts for the three and nine months ended September 30, 2013 included lease payments made to related parties of $379 and $1,176, respectively, and $327 and $975 for the three and nine months ended September 30, 2012, respectively. | |
Letters of credit— At September 30, 2013, the Company had letters of credit outstanding of $8,123 and at December 31, 2012, the Company had letters of credit outstanding of $6,168. The outstanding amounts include the U.S. dollar equivalents for letters of credit issued in Canadian dollars. | |
Litigation — On February 7, 2012, the Company was sued in an action entitled North Texas Tollway Authority, Plaintiff v. James Construction Group, LLC, and KBR, Inc., Defendants, v. Reinforced Earth Company, Third-Party Defendant (the “Lawsuit”). The Lawsuit was brought in the District Court of Collin County, Texas, 401st Judicial District, Cause No. 401-01747-2012. In the Lawsuit, the North Texas Tollway Authority (“NTTA”) is alleging damages to a road and retaining wall that were constructed in 1999 on the George Bush Turnpike near Dallas, Texas, due to negligent construction by JCG. The Lawsuit claims that the cost to repair the retaining wall was approximately $5.4 million. The NTTA also alleges that six other walls constructed on the project by JCG could have the same potential exposure to failure. The Company has denied any liability, but has tendered the claim to its insurance carriers and has cross-complained against its engineering subcontractor for potential design liability. The extent of insurance coverage by the carriers of the Company and its subcontractor are undetermined at this time. The Company has investigated all potential causes of the alleged loss, including design liabilities of the owner, owner’s engineers and/or the Company’s subcontractor. To date, mediation efforts have not been successful, and a jury trial is likely to be scheduled for 2014. While the Company will vigorously defend the claims, after discussion with its legal counsel, the Company recorded an accrual amount for this issue. | |
The Company is subject to other claims and legal proceedings arising out of its business. Management believes that the Company has meritorious defenses to such claims. Although management is unable to ascertain the ultimate outcome of such matters, after review and consultation with counsel and taking into consideration relevant insurance coverage and related deductibles, management believes that the outcome of these matters will not have a materially adverse effect on the consolidated financial position of the Company. | |
Bonding— At September 30, 2013 and December 31, 2012, the Company had bid and completion bonds issued and outstanding totaling approximately $1,449,158 and $1,298,589, respectively. | |
Withdrawal liability for multiemployer pension plan— In November 2011, Rockford and ARB, along with other members of the Pipe Line Contractors Association (“PLCA”), withdrew from the Central States Southeast and Southwest Areas Pension Fund multiemployer pension plan (the “Plan”). The Company withdrew from the Plan in order to mitigate its liability in connection with the Plan, which is significantly underfunded. The Company recorded a liability of $7,500 based on information provided by the Plan. However, the Plan has asserted that the PLCA members did not affect a proper withdrawal in 2011. The Company believes that a legally effective withdrawal occurred in November 2011 and has recorded the withdrawal liability on that basis. If the Plan were to prevail in its assertion and the withdrawal of the Company were deemed to occur after 2011, the amount of any withdrawal liability could increase. | |
Prior to its acquisition, Q3C had also withdrawn from the Plan. In November 2012, Q3C estimated a withdrawal liability of $85. In the first quarter of 2013, the Plan asserted that the liability was $119. Without agreeing to the amount, Q3C is making payments toward the liability amount. | |
Contingent Consideration— Earnouts related to acquisitions are discussed in Note 8 — Business Combinations and Note 13 — Contingent Earnout Liabilities. | |
Reportable_Operating_Segments
Reportable Operating Segments | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Reportable Operating Segments | ' | |||||||||||||||||
Reportable Operating Segments | ' | |||||||||||||||||
Note 20—Reportable Operating Segments | ||||||||||||||||||
The Company segregates its business into three operating segments: the East Construction Services (“East”) segment, the West Construction Services (“West”) segment and the Engineering segment. | ||||||||||||||||||
The East segment includes the JCG construction business, located primarily in the southeastern United States and the businesses located in the Gulf Coast region of the United States, including Cardinal Contractors, Inc. The segment also includes the operating results relating to the acquisitions of Sprint, Silva and Saxon in 2012 and FSSI in 2013. | ||||||||||||||||||
The West segment includes the construction services performed by ARB, ARB Structures, Inc., Rockford, Alaska Continental Pipeline, Inc., All Day Electric Company, Inc., Primoris Renewables, Inc., Juniper Rock, Inc. and Stellaris, LLC. This segment also includes the operating results of Q3C acquired in November 2012. While most of the entities perform work primarily in California, Rockford operates throughout the United States and Q3C operates in the upper Midwest United States. The Blythe joint venture is also included as a part of the segment. | ||||||||||||||||||
The Engineering segment includes the results of OnQuest, Inc. and OnQuest Canada, ULC. | ||||||||||||||||||
All intersegment revenues and gross profit, which were immaterial, have been eliminated in the following tables. | ||||||||||||||||||
Segment Revenues | ||||||||||||||||||
Revenue by segment for the three months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||
For the three months ended September 30, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Segment | Revenue | % of | Revenue | % of | ||||||||||||||
Segment | Segment | |||||||||||||||||
Revenue | Revenue | |||||||||||||||||
East | $ | 178,716 | 32.4 | % | $ | 181,260 | 42 | % | ||||||||||
West | 362,362 | 65.7 | % | 242,033 | 56 | % | ||||||||||||
Engineering | 10,255 | 1.9 | % | 8,549 | 2 | % | ||||||||||||
Total | $ | 551,333 | 100 | % | $ | 431,842 | 100 | % | ||||||||||
Revenue by segment for the nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||
For the nine months ended September 30, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Segment | Revenue | % of | Revenue | % of | ||||||||||||||
Segment | Segment | |||||||||||||||||
Revenue | Revenue | |||||||||||||||||
East | $ | 544,325 | 38.7 | % | $ | 459,167 | 43.3 | % | ||||||||||
West | 828,242 | 58.9 | % | 567,351 | 53.5 | % | ||||||||||||
Engineering | 33,774 | 2.4 | % | 34,333 | 3.2 | % | ||||||||||||
Total | $ | 1,406,341 | 100 | % | $ | 1,060,851 | 100 | % | ||||||||||
Segment Gross Profit | ||||||||||||||||||
Gross profit by segment for the three months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||
For the three months ended September 30, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Segment | Gross | % of | Gross | % of | ||||||||||||||
Profit | Segment | Profit | Segment | |||||||||||||||
Revenue | Revenue | |||||||||||||||||
East | $ | 10,600 | 5.9 | % | $ | 18,664 | 10.3 | % | ||||||||||
West | 62,520 | 17.3 | % | 35,602 | 14.7 | % | ||||||||||||
Engineering | 2,345 | 22.9 | % | 2,025 | 23.7 | % | ||||||||||||
Total | $ | 75,465 | 13.7 | % | $ | 56,291 | 13 | % | ||||||||||
Gross profit by segment for the nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||
For the nine months ended September 30, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Segment | Gross | % of | Gross | % of | ||||||||||||||
Profit | Segment | Profit | Segment | |||||||||||||||
Revenue | Revenue | |||||||||||||||||
East | $ | 40,810 | 7.5 | % | $ | 47,442 | 10.3 | % | ||||||||||
West | 133,195 | 16.1 | % | 84,297 | 14.9 | % | ||||||||||||
Engineering | 7,093 | 21 | % | 6,152 | 17.9 | % | ||||||||||||
Total | $ | 181,098 | 12.9 | % | $ | 137,891 | 13 | % | ||||||||||
Segment Goodwill | ||||||||||||||||||
The following presents the amount of goodwill recorded by segment at September 30, 2013 and at December 31, 2012. | ||||||||||||||||||
Segment | September 30, | December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||||
East | $ | 70,946 | $ | 69,859 | ||||||||||||||
West | 45,239 | 44,641 | ||||||||||||||||
Engineering | 2,441 | 2,441 | ||||||||||||||||
Total | $ | 118,626 | $ | 116,941 | ||||||||||||||
Geographic Region — Revenues and Total Assets | ||||||||||||||||||
Revenue and total assets by geographic area for the nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||
Revenues | ||||||||||||||||||
For the nine months ended September 30, | ||||||||||||||||||
2013 | 2012 | Total Assets | ||||||||||||||||
Country: | Revenue | % of | Revenue | % of | September 30, | December 31, | ||||||||||||
Revenue | Revenue | 2013 | 2012 | |||||||||||||||
United States | $ | 1,393,837 | 99.1 | % | $ | 1,053,547 | 99.3 | % | $ | 1,007,980 | $ | 920,872 | ||||||
Non-United States | 12,504 | 0.9 | 7,304 | 0.7 | 11,097 | 10,335 | ||||||||||||
Total | $ | 1,406,341 | 100 | % | $ | 1,060,851 | 100 | % | $ | 1,019,077 | $ | 931,207 | ||||||
All non-United States revenue were generated in the Engineering segment. For the table above, revenues generated by OnQuest Canada, ULC, were used to determine non-United States revenues. | ||||||||||||||||||
Basis_of_Presentation_Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation | ' |
Revenue recognition | ' |
Revenue recognition | |
Fixed-price contracts — Historically, a substantial portion of the Company’s revenue has been generated under fixed-price contracts. For fixed-price contracts, the Company recognizes revenues using the percentage-of-completion method, which may result in uneven and irregular results. In the percentage-of-completion method, estimated revenues and resulting contract income are calculated based on the total costs incurred to date as a percentage of total estimated costs. If an estimate of total contract cost indicates a loss on a contract, the projected loss is recognized in full at the time of the estimate. The loss amount is recognized as an “accrued loss provision” and is included in the accrued expenses and other liabilities amount on the balance sheet. As the percentage-of-completion method is used to calculate revenues, the accrued loss provision is changed so that the gross profit for the contract is zero. | |
Unforeseen events and circumstances can alter the estimate of the costs and potential profit associated with a particular contract. Total estimated costs, and thus contract revenues and income, can be impacted by changes in productivity, scheduling, the unit cost of labor, subcontracts, materials and equipment. Additionally, external factors such as weather, client needs, client delays in providing permits and approvals, labor availability, governmental regulation and politics may affect the progress of a project’s completion and thus the timing of revenue recognition. To the extent that original cost estimates are modified, estimated costs to complete increase, delivery schedules are delayed, or progress under a contract is otherwise impeded, cash flow, revenue recognition and profitability from a particular contract may be adversely affected. | |
Other contract forms — The Company also uses unit-price, time and material, and cost reimbursable plus fee contracts. For these jobs, revenue is recognized based on contractual terms. For example, time and material contract revenues are recognized based on purchasing and employee time records. Similarly, unit price contracts recognize revenue based on completion of specific units at a specified unit price. | |
For all of its contracts, the Company includes any provision for estimated losses on uncompleted contracts in accrued expenses. Changes in job performance, job conditions and estimated profitability, including those arising from final contract settlements, may result in revisions to costs and income. These revisions are recognized in the period in which the revisions are identified. | |
The caption “Costs and estimated earnings in excess of billings” represents unbilled receivables which arise when revenues have been recorded but the amount will not be billed until a later date. Balances represent: (a) unbilled amounts arising from the use of the percentage-of-completion method of accounting which may not be billed under the terms of the contract until a later date, (b) incurred costs to be billed under cost reimbursement type contracts, or (c) amounts arising from routine lags in billing. For those contracts in which billings exceed contract revenues recognized to date, the excess amounts are included in the caption “Billings in excess of costs and estimated earnings”. | |
The Company considers unapproved change orders to be contract variations for which it has customer approval for a change in scope but for which it does not have an agreed upon price change. Costs associated with unapproved change orders are included in the estimated cost to complete the contracts and are treated as project costs as incurred. The Company recognizes revenue equal to costs incurred on unapproved change orders when realization of price approval is probable. Unapproved change orders involve the use of estimates, and it is reasonably possible that revisions to the estimated costs and recoverable amounts may be required in future reporting periods to reflect changes in estimates or final agreements with customers. | |
The Company considers claims to be amounts it seeks, or will seek, to collect from customers or others for customer-caused changes in contract specifications or design, or other customer-related causes of unanticipated additional contract costs on which there is no agreement with customers on both scope and price changes. Claims are included in the calculation of revenues when realization is probable and amounts can be reliably determined. Revenues in excess of contract costs incurred on claims are recognized when the amounts have been agreed upon with the customer. Revenue in excess of contract costs from claims is recognized when agreement is reached with customers as to the value of the claims, which in some instances may not occur until after completion of work under the contract. Costs associated with claims are included in the estimated costs to complete the contracts and are treated as project costs when incurred. | |
In accordance with applicable terms of certain construction contracts, retainage amounts may be withheld by customers until completion and acceptance of the project. Some payments of the retainage may not be received for a significant period after completion of our portion of a project. In some jurisdictions, retainage amounts are deposited into an escrow account. | |
Significant revision in contract estimate | ' |
Significant revision in contract estimate— As previously discussed, revenue recognition is based on the percentage-of-completion method for firm fixed-price contracts. Under this method, the costs incurred to date as a percentage of total estimated costs are used to calculate revenue. Total estimated costs, and thus contract revenues and margin, are impacted by many factors which can cause significant changes in estimates during the life cycle of a project. | |
For projects that were in process in the prior year, but are either completed or continue to be in process during the current year, there can be a difference in revenues and profits recognized to the prior year, had current year estimates of costs to complete been known in the prior year. | |
Customer Concentration | ' |
Customer Concentration — The Company operates in multiple industry segments encompassing the construction of commercial, industrial and public works infrastructure assets throughout the United States. Typically, the top ten customers in any one calendar year generate revenues in excess of 50% of total revenues and consist of a different group of customers in each year. | |
During the three months and nine months ending September 30, 2013, revenues generated by the top ten customers were $274 million and $717 million, respectively, which represented 49.7% and 51.0%, respectively, of total revenues during the periods. During the three and nine month periods ending September 30, 2013, a large gas and electric utility represented 8.8% and 8.3%, respectively, of total revenues and a large pipeline company represented 9.7% and 6.8%, respectively, of total revenues. | |
During the three and nine months ending September 30, 2012, revenues generated by the top ten customers were $243.6 million and $607.8 million, respectively, which represented 56.4% and 57.3%, respectively, of total revenues during the periods. During the three and nine month periods ending September 30, 2012, the Louisiana Department of Transportation represented 11.9% and 12.7%, respectively, of total revenues and a large gas and electric utility represented 16.1% and 13.6%, respectively, of total revenues. | |
At September 30, 2013, approximately 13.1% of the Company’s accounts receivable were due from one customer, and that customer provided 7.4% of the Company’s revenues for the nine months ended September 30, 2013. At September 30, 2012, approximately 10.8% of the Company’s accounts receivable were due from one customer, and that customer provided 13.6% of the Company’s revenues for the nine months ended September 30, 2012. | |
Multiemployer Plans | ' |
Multiemployer Plans— Various subsidiaries in the West Construction Services segment are signatories to collective bargaining agreements. These agreements require that the Company participate in and contribute to a number of multiemployer benefit plans for its union employees at rates determined by the agreements. The trustees for each multiemployer plan determine the eligibility and allocations of contributions and benefit amounts, determine the types of benefits and administer the plan. Federal law requires that if the Company were to withdraw from an agreement, it will incur a withdrawal obligation. The potential withdrawal obligation may be significant. Any withdrawal liability would be recorded when it is probable that a liability exists and can be reasonably estimated, in accordance with generally accepted accounting principles (“GAAP”). In November 2011, the Company withdrew from the Central States Southeast and Southwest Areas Pension Fund multiemployer pension plan. The Company has no plans to withdraw from any other agreements. See Note 19 — Commitments and Contingencies. | |
Inventory and uninstalled contract materials | ' |
Inventory and uninstalled contract materials — Inventory consists of expendable construction materials and small tools that will be used in construction projects and is valued at the lower of cost, using first-in, first-out method, or market. Uninstalled contract materials include certain job specific materials not yet installed which are valued using the specific identification method relating the cost incurred to a specific project. | |
Nature_of_Business_Tables
Nature of Business (Tables) | 9 Months Ended | ||
Sep. 30, 2013 | |||
Nature of Business | ' | ||
Schedule of list of primary operating subsidiaries and their reportable operating segment | ' | ||
Subsidiary | Operating Segment | ||
ARB, Inc. (“ARB”) | West Construction Services | ||
ARB Structures, Inc. | West Construction Services | ||
Q3 Contracting, Inc. (“Q3C”); acquired 2012 | West Construction Services | ||
Rockford Corporation (“Rockford”) | West Construction Services | ||
Stellaris, LLC. | West Construction Services | ||
OnQuest, Inc. | Engineering | ||
OnQuest, Canada, ULC (Born Heaters Canada, ULC prior to 2013) | Engineering | ||
Cardinal Contractors, Inc. | East Construction Services | ||
Force Specialty Services, Inc. (“FSSI”); acquired 2013 | East Construction Services | ||
James Construction Group, LLC (“JCG”) | East Construction Services | ||
Sprint Pipeline Services, L.P. (“Sprint”); acquired 2012 | East Construction Services | ||
Silva Group (“Silva”); acquired 2012 | East Construction Services | ||
The Saxon Group (“Saxon”); acquired 2012 | East Construction Services |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Fair Value Measurements | ' | ||||||||||||
Schedule of financial assets and liabilities which are required to be measured at fair value | ' | ||||||||||||
Fair Value Measurements at Reporting Date | |||||||||||||
Amount | Quoted Prices | Significant | Significant | ||||||||||
Recorded | in Active Markets | Other | Unobservable | ||||||||||
on Balance | for Identical Assets | Observable | Inputs | ||||||||||
Sheet | (Level 1) | Inputs | (Level 3) | ||||||||||
(Level 2) | |||||||||||||
Assets as of September 30, 2013: | |||||||||||||
Cash and cash equivalents | $ | 174,034 | $ | 174,034 | — | — | |||||||
Short-term investments | $ | 3,179 | $ | 3,179 | — | — | |||||||
Liabilities as of September 30, 2013: | |||||||||||||
Contingent consideration | $ | 14,846 | — | — | $ | 14,846 | |||||||
Assets as of December 31, 2012: | |||||||||||||
Cash and cash equivalents | $ | 157,551 | $ | 157,551 | — | — | |||||||
Short-term investments | $ | 3,441 | $ | 3,441 | — | — | |||||||
Liabilities as of December 31, 2012: | |||||||||||||
Contingent consideration | $ | 23,431 | — | — | $ | 23,431 | |||||||
Schedule of changes to the Company's contingent consideration liability Level 3 fair value measurements | ' | ||||||||||||
Contingent Consideration | |||||||||||||
Balance at December 31, 2012 | $ | 23,431 | |||||||||||
Additions: | |||||||||||||
FSSI acquisition on March 11, 2013 | 702 | ||||||||||||
Change in fair value of contingent consideration | 1,613 | ||||||||||||
Reductions: | |||||||||||||
Payment to Rockford sellers | (6,900 | ) | |||||||||||
Payment to Sprint sellers | (4,000 | ) | |||||||||||
Balance at September 30, 2013 | $ | 14,846 |
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accounts Receivable | ' | |||||||
Summary of accounts receivable | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Contracts receivable, net of allowance for doubtful accounts of $535 at September 30, 2013 and $432 at December 31, 2012 | $ | 235,302 | $ | 227,548 | ||||
Retention | 48,768 | 39,710 | ||||||
284,070 | 267,258 | |||||||
Other accounts receivable | 427 | 837 | ||||||
$ | 284,497 | $ | 268,095 |
Costs_and_Estimated_Earnings_o1
Costs and Estimated Earnings on Uncompleted Contracts (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Costs and Estimated Earnings on Uncompleted Contracts | ' | |||||||
Schedule of costs and estimated earnings on uncompleted contracts | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Costs incurred on uncompleted contracts | $ | 4,256,810 | $ | 3,882,968 | ||||
Reserve for estimated losses on uncompleted contracts | 2,018 | 764 | ||||||
Gross profit recognized | 516,451 | 448,928 | ||||||
4,775,279 | 4,332,660 | |||||||
Less: billings to date | (4,842,309 | ) | (4,449,851 | ) | ||||
$ | (67,030 | ) | $ | (117,191 | ) | |||
Schedule of costs and estimated earnings on uncompleted contracts included in consolidated balance sheet | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Costs and estimated earnings in excess of billings | $ | 80,434 | $ | 41,701 | ||||
Billings in excess of costs and estimated earnings | (147,464 | ) | (158,892 | ) | ||||
$ | (67,030 | ) | $ | (117,191 | ) |
Equity_Method_Investments_Tabl
Equity Method Investments (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
WesPac & WesPac-Midstream | ' | |||||||||||||
Equity method investments | ' | |||||||||||||
Summary of the financial position and results | ' | |||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
WesPac & WesPac-Midstream | ||||||||||||||
Balance sheet data | ||||||||||||||
Assets | $ | 18,856 | $ | 16,896 | ||||||||||
Liabilities | 1,067 | 1,063 | ||||||||||||
Net assets | $ | 17,789 | $ | 15,833 | ||||||||||
Company’s equity investment | $ | 4,757 | $ | 11,463 | ||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Earnings data: | ||||||||||||||
Revenue | $ | 10 | $ | — | $ | 99 | $ | 511 | ||||||
Expenses | $ | 235 | $ | 358 | $ | 754 | $ | 1,002 | ||||||
Earnings before taxes | $ | (225 | ) | $ | (358 | ) | $ | (655 | ) | $ | (491 | ) | ||
Company’s equity in earnings | $ | (113 | ) | $ | (178 | ) | $ | (328 | ) | $ | (245 | ) | ||
Bernard | ' | |||||||||||||
Equity method investments | ' | |||||||||||||
Summary of the financial position and results | ' | |||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
St. — Bernard Levee Partners | ||||||||||||||
Balance sheet data | ||||||||||||||
Assets | $ | 22 | $ | 592 | ||||||||||
Liabilities | 22 | 86 | ||||||||||||
Net assets | $ | — | $ | 506 | ||||||||||
Company’s equity investment | $ | — | $ | 150 | ||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Earnings data: | ||||||||||||||
Revenue | $ | — | $ | 36 | $ | — | $ | 3,970 | ||||||
Expenses | $ | — | $ | (36 | ) | $ | 16 | $ | 162 | |||||
Earnings before taxes | $ | — | $ | 72 | $ | (16 | ) | $ | 3,808 | |||||
Company’s equity in earnings | $ | — | $ | 19 | $ | (5 | ) | $ | 1,140 | |||||
Alvah, Inc. | ' | |||||||||||||
Equity method investments | ' | |||||||||||||
Summary of the financial position and results | ' | |||||||||||||
September 30, | December 31, | |||||||||||||
2013 | 2012 | |||||||||||||
Balance sheet data | ||||||||||||||
Assets | $ | 3,849 | $ | 2,177 | ||||||||||
Liabilities | 1,677 | 1,208 | ||||||||||||
Net assets | $ | 2,172 | $ | 969 | ||||||||||
Company’s equity investment in venture | $ | 1,789 | $ | 1,200 | ||||||||||
Three months ended September 30, | Nine months ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Earnings data: | ||||||||||||||
Revenue | $ | 4,824 | $ | — | $ | 10,832 | $ | — | ||||||
Expenses | $ | 4,185 | $ | — | $ | 9,630 | $ | — | ||||||
Earnings after taxes | $ | 639 | $ | — | $ | 1,202 | $ | — | ||||||
Company’s equity in earnings | $ | 313 | $ | — | $ | 589 | $ | — |
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Business Combinations | ' | |||||||||||||
Summary of the cash paid for acquisitions | ' | |||||||||||||
Nine Months ended September 30, | ||||||||||||||
2013 | 2012 | |||||||||||||
Sprint — Purchased March 12, 2012 | $ | — | $ | 21,197 | ||||||||||
Silva — purchased May 30, 2012 | — | 13,934 | ||||||||||||
Saxon — purchased September 28, 2012 | — | 2,979 | ||||||||||||
FSSI — purchased March 11, 2013 | 1,675 | — | ||||||||||||
Additional cash paid August 2013 — Q3C — purchased November 17, 2012 | 598 | — | ||||||||||||
$ | 2,273 | $ | 38,110 | |||||||||||
Schedule of pro forma results | ' | |||||||||||||
Three months | Nine months | |||||||||||||
ended September 30, | ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Revenues | 551,333 | 476,570 | 1,409,140 | 1,192,167 | ||||||||||
Income before provision for income taxes | 37,268 | 31,967 | 79,283 | 65,395 | ||||||||||
Net income attributable to Primoris | 21,845 | 19,379 | 47,109 | 39,848 | ||||||||||
Weighted average common shares outstanding: | ||||||||||||||
Basic | 51,568 | 51,427 | 51,530 | 51,433 | ||||||||||
Diluted | 51,671 | 51,433 | 51,594 | 51,448 | ||||||||||
Earnings per share: | ||||||||||||||
Basic | $ | 0.42 | $ | 0.38 | $ | 0.91 | $ | 0.77 | ||||||
Diluted | $ | 0.42 | $ | 0.38 | $ | 0.91 | $ | 0.77 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Intangible Assets | ' | |||||||||
Summary of intangible asset categories, amounts and the average amortization periods | ' | |||||||||
Amortization | September 30, | December 31, | ||||||||
Period | 2013 | 2012 | ||||||||
Tradename | 3 to 10 years | $ | 21,808 | $ | 23,586 | |||||
Non-compete agreements | 2 to 5 years | $ | 2,991 | $ | 4,130 | |||||
Customer relationships | 5 to 15 years | $ | 23,203 | $ | 24,212 | |||||
Backlog | 0.75 years | $ | — | $ | 50 | |||||
Total | $ | 48,002 | $ | 51,978 | ||||||
Schedule of estimated future amortization expense for intangible assets | ' | |||||||||
For the Years Ending | Estimated | |||||||||
December 31, | Intangible | |||||||||
Amortization | ||||||||||
Expense | ||||||||||
2013 (remaining three months) | $ | 1,891 | ||||||||
2014 | 7,454 | |||||||||
2015 | 6,404 | |||||||||
2016 | 6,029 | |||||||||
2017 | 5,909 | |||||||||
Thereafter | 20,315 | |||||||||
$ | 48,002 |
Accounts_Payable_and_Accrued_L1
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Accounts Payable and Accrued Liabilities | ' | |||||||
Summary of accrued expenses and other current liabilities | ' | |||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Payroll and related employee benefits | $ | 51,354 | $ | 33,086 | ||||
Insurance, including self-insurance reserves | 35,233 | 22,982 | ||||||
Reserve for estimated losses on uncompleted contracts | 2,018 | 764 | ||||||
Corporate income taxes and other taxes | 2,396 | 3,779 | ||||||
Accrued overhead cost | 1,326 | 2,007 | ||||||
Other | 9,554 | 13,534 | ||||||
$ | 101,881 | $ | 76,152 |
Noncontrolling_Interests_Table
Noncontrolling Interests (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Noncontrolling Interests | ' | |||||||||
Schedule of the Blythe joint venture operating activities included in the Company's consolidated statements of income | ' | |||||||||
Three months | Nine months | |||||||||
ended September 30, | ended September 30, | |||||||||
2013 | 2012 | 2013 | 2012 | |||||||
Revenues | 15,468 | 7,750 | 47,371 | 13,164 | ||||||
Net income attributable to noncontrolling interests | 1,348 | 432 | 1,947 | 600 | ||||||
Schedule of the carrying value of the assets and liabilities associated with the operations of the Blythe joint venture included in the Company's consolidated balance sheets | ' | |||||||||
September 30, | December 31, | |||||||||
2013 | 2012 | |||||||||
Cash | $ | 1,793 | $ | 3,565 | ||||||
Accounts receivable | 8,448 | 8,843 | ||||||||
Current liabilities | 8,318 | 9,379 | ||||||||
Dividends_and_Earnings_Per_Sha1
Dividends and Earnings Per Share (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Dividends and Earnings Per Share | ' | |||||||||||||
Schedule of computation of basic and diluted earnings per share | ' | |||||||||||||
Three months | Nine months | |||||||||||||
ended September 30, | ended September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Numerator: | ||||||||||||||
Net income attributable to Primoris | $ | 21,845 | $ | 17,516 | $ | 47,179 | $ | 39,735 | ||||||
Denominator (shares in thousands): | ||||||||||||||
Weighted average shares for computation of basic earnings per share | 51,568 | 51,398 | 51,529 | 51,387 | ||||||||||
Dilutive effect of shares issued to independent directors | 3 | 6 | 10 | 15 | ||||||||||
Dilutive effect of shares issued as part of Q3C acquisition | — | — | 1 | — | ||||||||||
Dilutive effect of unvested restricted stock units | 100 | — | 55 | — | ||||||||||
Weighted average shares for computation of diluted earnings per share | 51,671 | 51,404 | 51,595 | 51,402 | ||||||||||
Earnings per share: | ||||||||||||||
Basic earnings per share | $ | 0.42 | $ | 0.34 | $ | 0.92 | $ | 0.77 | ||||||
Diluted earnings per share | $ | 0.42 | $ | 0.34 | $ | 0.91 | $ | 0.77 |
Reportable_Operating_Segments_
Reportable Operating Segments (Tables) | 9 Months Ended | |||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||
Reportable Operating Segments | ' | |||||||||||||||||
Schedule of revenue by segment | ' | |||||||||||||||||
Segment Revenues | ||||||||||||||||||
Revenue by segment for the three months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||
For the three months ended September 30, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Segment | Revenue | % of | Revenue | % of | ||||||||||||||
Segment | Segment | |||||||||||||||||
Revenue | Revenue | |||||||||||||||||
East | $ | 178,716 | 32.4 | % | $ | 181,260 | 42 | % | ||||||||||
West | 362,362 | 65.7 | % | 242,033 | 56 | % | ||||||||||||
Engineering | 10,255 | 1.9 | % | 8,549 | 2 | % | ||||||||||||
Total | $ | 551,333 | 100 | % | $ | 431,842 | 100 | % | ||||||||||
Revenue by segment for the nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||
For the nine months ended September 30, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Segment | Revenue | % of | Revenue | % of | ||||||||||||||
Segment | Segment | |||||||||||||||||
Revenue | Revenue | |||||||||||||||||
East | $ | 544,325 | 38.7 | % | $ | 459,167 | 43.3 | % | ||||||||||
West | 828,242 | 58.9 | % | 567,351 | 53.5 | % | ||||||||||||
Engineering | 33,774 | 2.4 | % | 34,333 | 3.2 | % | ||||||||||||
Total | $ | 1,406,341 | 100 | % | $ | 1,060,851 | 100 | % | ||||||||||
Schedule of gross profit by segment | ' | |||||||||||||||||
Segment Gross Profit | ||||||||||||||||||
Gross profit by segment for the three months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||
For the three months ended September 30, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Segment | Gross | % of | Gross | % of | ||||||||||||||
Profit | Segment | Profit | Segment | |||||||||||||||
Revenue | Revenue | |||||||||||||||||
East | $ | 10,600 | 5.9 | % | $ | 18,664 | 10.3 | % | ||||||||||
West | 62,520 | 17.3 | % | 35,602 | 14.7 | % | ||||||||||||
Engineering | 2,345 | 22.9 | % | 2,025 | 23.7 | % | ||||||||||||
Total | $ | 75,465 | 13.7 | % | $ | 56,291 | 13 | % | ||||||||||
Gross profit by segment for the nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||
For the nine months ended September 30, | ||||||||||||||||||
2013 | 2012 | |||||||||||||||||
Segment | Gross | % of | Gross | % of | ||||||||||||||
Profit | Segment | Profit | Segment | |||||||||||||||
Revenue | Revenue | |||||||||||||||||
East | $ | 40,810 | 7.5 | % | $ | 47,442 | 10.3 | % | ||||||||||
West | 133,195 | 16.1 | % | 84,297 | 14.9 | % | ||||||||||||
Engineering | 7,093 | 21 | % | 6,152 | 17.9 | % | ||||||||||||
Total | $ | 181,098 | 12.9 | % | $ | 137,891 | 13 | % | ||||||||||
Schedule of amount of goodwill recorded by segment | ' | |||||||||||||||||
Segment Goodwill | ||||||||||||||||||
The following presents the amount of goodwill recorded by segment at September 30, 2013 and at December 31, 2012. | ||||||||||||||||||
Segment | September 30, | December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||||
East | $ | 70,946 | $ | 69,859 | ||||||||||||||
West | 45,239 | 44,641 | ||||||||||||||||
Engineering | 2,441 | 2,441 | ||||||||||||||||
Total | $ | 118,626 | $ | 116,941 | ||||||||||||||
Schedule of revenue and total assets by geographic area | ' | |||||||||||||||||
Geographic Region — Revenues and Total Assets | ||||||||||||||||||
Revenue and total assets by geographic area for the nine months ended September 30, 2013 and 2012 were as follows: | ||||||||||||||||||
Revenues | ||||||||||||||||||
For the nine months ended September 30, | ||||||||||||||||||
2013 | 2012 | Total Assets | ||||||||||||||||
Country: | Revenue | % of | Revenue | % of | September 30, | December 31, | ||||||||||||
Revenue | Revenue | 2013 | 2012 | |||||||||||||||
United States | $ | 1,393,837 | 99.1 | % | $ | 1,053,547 | 99.3 | % | $ | 1,007,980 | $ | 920,872 | ||||||
Non-United States | 12,504 | 0.9 | 7,304 | 0.7 | 11,097 | 10,335 | ||||||||||||
Total | $ | 1,406,341 | 100 | % | $ | 1,060,851 | 100 | % | $ | 1,019,077 | $ | 931,207 |
Basis_of_Presentation_Details
Basis of Presentation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Customer concentration | ' | ' | ' | ' |
Revenues | $551,333 | $431,842 | $1,406,341 | $1,060,851 |
Revenues | Customer concentration | Top ten customers | ' | ' | ' | ' |
Customer concentration | ' | ' | ' | ' |
Number of top customers | 10 | 10 | 10 | 10 |
Number of calendar years in which top customers typically generate minimum specified percentage of revenue | ' | ' | 1 | ' |
Revenues | $274,000 | $243,600 | $717,000 | $607,800 |
Percentage of concentration risk | 49.70% | 56.40% | 51.00% | 57.30% |
Revenues | Customer concentration | Top ten customers | Minimum | ' | ' | ' | ' |
Customer concentration | ' | ' | ' | ' |
Minimum percentage of revenues generated by top ten customers | ' | ' | 50.00% | ' |
Revenues | Customer concentration | Large gas and electric utility | ' | ' | ' | ' |
Customer concentration | ' | ' | ' | ' |
Percentage of concentration risk | 8.80% | 16.10% | 8.30% | 13.60% |
Revenues | Customer concentration | Large gas pipeline company | ' | ' | ' | ' |
Customer concentration | ' | ' | ' | ' |
Percentage of concentration risk | 9.70% | ' | 6.80% | ' |
Revenues | Customer concentration | One customer | ' | ' | ' | ' |
Customer concentration | ' | ' | ' | ' |
Percentage of concentration risk | ' | ' | 7.40% | 13.60% |
Revenues | Customer concentration | Louisiana Department of Transportation | ' | ' | ' | ' |
Customer concentration | ' | ' | ' | ' |
Percentage of concentration risk | ' | 11.90% | ' | 12.70% |
Accounts receivable | Customer concentration | One customer | ' | ' | ' | ' |
Customer concentration | ' | ' | ' | ' |
Percentage of concentration risk | ' | ' | 13.10% | 10.80% |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Assets | ' | ' |
Short-term investments | $3,179 | $3,441 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' |
Assets | ' | ' |
Cash and cash equivalents | 174,034 | 157,551 |
Short-term investments | 3,179 | 3,441 |
Recurring | Significant Unobservable Inputs (Level 3) | ' | ' |
Liabilities | ' | ' |
Contingent consideration | 14,846 | 23,431 |
Recurring | Amount Recorded on Balance Sheet | ' | ' |
Assets | ' | ' |
Cash and cash equivalents | 174,034 | 157,551 |
Short-term investments | 3,179 | 3,441 |
Liabilities | ' | ' |
Contingent consideration | $14,846 | $23,431 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 2) (USD $) | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 11, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Mar. 12, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Mar. 11, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
FSSI acquisition | FSSI acquisition | FSSI acquisition | Sprint sellers | Sprint sellers | Saxon Group | Contingent consideration | Contingent consideration | Contingent consideration | Contingent consideration | |||
item | FSSI acquisition | Rockford sellers | Sprint sellers | |||||||||
Rollforward of contingent consideration liability level three fair value measurements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance at the beginning of the period | ' | ' | ' | ' | ' | ' | ' | ' | $23,431 | ' | ' | ' |
Additions | ' | ' | ' | ' | ' | ' | ' | ' | ' | 702 | ' | ' |
Change in fair value of contingent consideration | -9,287 | -2,489 | ' | ' | ' | ' | ' | ' | 1,613 | ' | ' | ' |
Payments | -2,273 | -38,110 | -1,025 | -650 | -1,675 | -21,197 | -21,197 | -2,979 | ' | ' | -6,900 | -4,000 |
Balance at the end of the period | ' | ' | ' | ' | ' | ' | ' | ' | $14,846 | ' | ' | ' |
Additional information | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of unobservable inputs | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' |
Minimum probability of acquired entity meeting contractual operating performance target (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 33.00% | ' | ' | ' |
Maximum probability of acquired entity meeting contractual operating performance target (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' |
Accounts_Receivable_Details
Accounts Receivable (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Receivable | ' | ' |
Contracts receivable, net of allowance for doubtful accounts | $235,302 | $227,548 |
Retention | 48,768 | 39,710 |
Contracts receivable and retention | 284,070 | 267,258 |
Other accounts receivable | 427 | 837 |
Accounts receivable, net | 284,497 | 268,095 |
Allowance for doubtful accounts | $535 | $432 |
Costs_and_Estimated_Earnings_o2
Costs and Estimated Earnings on Uncompleted Contracts (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Costs and Estimated Earnings on Uncompleted Contracts | ' | ' |
Costs incurred on uncompleted contracts | $4,256,810 | $3,882,968 |
Reserve for estimated losses on uncompleted contracts | 2,018 | 764 |
Gross profit recognized | 516,451 | 448,928 |
Costs and Estimated Earnings on Uncompleted Contracts | 4,775,279 | 4,332,660 |
Less: billings to date | -4,842,309 | -4,449,851 |
Net cost and estimated earnings in excess of billings | -67,030 | -117,191 |
Amount included in consolidated balance sheet | ' | ' |
Costs and estimated earnings in excess of billings | 80,434 | 41,701 |
Billings in excess of costs and estimated earnings | -147,464 | -158,892 |
Net cost and estimated earnings in excess of billings | ($67,030) | ($117,191) |
Equity_Method_Investments_Deta
Equity Method Investments (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Jul. 31, 2010 | Jul. 01, 2010 | Jul. 01, 2010 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Dec. 31, 2009 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Nov. 17, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | |
WesPac | WesPac | WesPac | WesPac | WesPac | WesPac & WesPac-Midstream | WesPac & WesPac-Midstream | WesPac & WesPac-Midstream | WesPac & WesPac-Midstream | WesPac & WesPac-Midstream | Bernard | Bernard | Bernard | Bernard | Bernard | Alvah, Inc. | Alvah, Inc. | Alvah, Inc. | Alvah, Inc. | Alvah, Inc. | Alvah, Inc. | Alvah, Inc. | Alvah, Inc. | Alvah, Inc. | Alvah, Inc. | Alvah, Inc. | Alvah, Inc. | WesPac-Midstream | WesPac-Midstream | WesPac-Midstream | WesPac-Midstream | WesPac-Midstream | WesPac-Midstream | WesPac-Midstream | WesPac-Midstream | WesPac-Midstream | ||||||
Kealine | ARB | ARB | ARB | ARB | Q3C | Q3C | Q3C | Q3C | item | Highstar | WesPac, Kealine and the Company | WesPac, Kealine and the Company | WesPac, Kealine and the Company | WesPac, Kealine and the Company | Company | Company | Company | ||||||||||||||||||||||||
Highstar | Highstar | Highstar | Highstar | Highstar | Highstar | Highstar | |||||||||||||||||||||||||||||||||||
Developmental projects | Mature projects | First mature project | Second mature project | Developmental projects | First mature project | Second mature project | |||||||||||||||||||||||||||||||||||
item | |||||||||||||||||||||||||||||||||||||||||
Equity method investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Membership interest (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | 49.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Project interest sold (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | 75.00% | ' | ' | ' | ' | ' |
Cash proceeds from sale of projects | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,100,000 | ' | ' | ' | $3,040,000 | ' | ' |
Number of projects sold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' |
Payment to be made by the counterparty to agreement upon the project reaching commercial acceptance stage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | 4,500,000 | ' | 2,250,000 | 2,250,000 |
Payment to be made by the counterparty to agreement upon the project reaching production stage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | 2,250,000 | ' |
Payment to be made by the counterparty to agreement, upon project not successfully reaching the commercial acceptance stage prior to July 1, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Funding period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' |
Number of board seats retained by Company | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of board seats | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | ' |
Basis difference between the entity's original investment and its pro-rata share of the investee equity prior to any impairment adjustment | ' | ' | ' | ' | ' | ' | 3,250,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction recorded to recognize an estimate for an other than temporary decrease | ' | ' | 3,250,000 | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Balance sheet data | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,856,000 | ' | 18,856,000 | ' | 16,896,000 | ' | 22,000 | ' | 592,000 | ' | 2,177,000 | 3,849,000 | 3,849,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,067,000 | ' | 1,067,000 | ' | 1,063,000 | ' | 22,000 | ' | 86,000 | ' | 1,208,000 | 1,677,000 | 1,677,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,789,000 | ' | 17,789,000 | ' | 15,833,000 | ' | ' | ' | 506,000 | ' | 969,000 | 2,172,000 | 2,172,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company's equity investment | 6,546,000 | ' | 6,546,000 | ' | 12,813,000 | ' | ' | ' | ' | ' | 4,757,000 | ' | 4,757,000 | ' | 11,463,000 | ' | ' | ' | 150,000 | ' | 1,200,000 | 1,789,000 | 1,789,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings data: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | 99,000 | 511,000 | ' | 36,000 | ' | 3,970,000 | ' | ' | ' | 4,824,000 | 10,832,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 235,000 | 358,000 | 754,000 | 1,002,000 | ' | -36,000 | 16,000 | 162,000 | ' | ' | ' | 4,185,000 | 9,630,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings before taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -225,000 | -358,000 | -655,000 | -491,000 | ' | 72,000 | -16,000 | 3,808,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings after taxes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 639,000 | 1,202,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Company's equity in earnings | 113,000 | -159,000 | 169,000 | 895,000 | ' | ' | ' | ' | ' | ' | -113,000 | -178,000 | -328,000 | -245,000 | ' | 19,000 | -5,000 | 1,140,000 | ' | ' | ' | 313,000 | 589,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of investment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share in distribution | ' | ' | 3,186,000 | 1,260,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 145,000 | 1,260,000 | ' | ' | 98,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments made to equity method investee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,154,000 | $1,609,000 | $5,064,000 | $3,762,000 | $2,000 | $120,000 | $214,000 | $353,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business_Combinations_Details
Business Combinations (Details) (USD $) | 9 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | |||||||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 11, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 11, 2013 | Mar. 11, 2013 | Mar. 11, 2013 | Mar. 11, 2013 | Mar. 11, 2013 | Mar. 11, 2013 | Mar. 11, 2013 | Mar. 11, 2013 | Mar. 11, 2013 | Mar. 11, 2013 |
Customer relationship | Tradename | Non-compete agreement | FSSI | FSSI | FSSI | FSSI | FSSI | FSSI | FSSI | FSSI | FSSI | FSSI | FSSI | FSSI | FSSI | FSSI | FSSI | ||||
Minimum | Minimum | Minimum | item | item | Revisions | 2013 earnout target | 2013 earnout target | 2014 earnout target | 2014 earnout target | 2015 earnout target | 2015 earnout target | Non-competition and non-solicitation agreement with a key employee | Customer relationship | Tradename | Non-compete agreement | ||||||
Minimum | Minimum | Minimum | |||||||||||||||||||
2013 Acquisition - FSSI | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | ' | ' | ' | $2,377 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash consideration | ' | ' | ' | ' | ' | ' | 1,675 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for acquisitions | 2,273 | 38,110 | ' | ' | ' | ' | 1,025 | ' | 650 | 1,675 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of future potential payments based on agreed upon contingencies | ' | ' | ' | ' | ' | ' | ' | 3 | ' | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration in cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | 500 | ' | 500 | ' | ' | ' | ' | ' |
Pretax income threshold for measuring financial performance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 553 | ' | 2,502 | ' | 4,227 | ' | ' | ' | ' |
Contingent consideration | ' | ' | ' | ' | ' | ' | 702 | 741 | ' | 741 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Up-front payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' |
Period of employment, non-competition and non-solicitation agreement with a key employee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | 950 | 550 | 100 |
Amortization period of agreement | ' | ' | ' | '5 years | '3 years | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' |
Small tools inventory received in acquisition | ' | ' | ' | ' | ' | ' | 302 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment received in acquisition | ' | ' | ' | ' | ' | ' | 448 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable received in acquisition | ' | ' | ' | ' | ' | ' | 1,060 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenues | ' | ' | ' | ' | ' | ' | ' | 670 | ' | 4,143 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross Profit | ' | ' | ' | ' | ' | ' | ' | 14 | ' | 325 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in the fair value of the contingent consideration | 9,287 | 2,489 | ' | ' | ' | ' | ' | ' | ' | ' | 136 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increases in intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in goodwill | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 936 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Goodwill | $118,626 | ' | $116,941 | ' | ' | ' | $1,087 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization period of goodwill and other intangible assets for income tax purposes | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business_Combinations_Details_
Business Combinations (Details 2) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 12, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 12, 2012 | Mar. 12, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Mar. 12, 2012 | Mar. 12, 2012 |
Sprint | Sprint | Sprint | Sprint | Sprint | Sprint | Sprint | Sprint | Sprint | |||
2012 earnout target | 2012 earnout target | 2013 earnout target | 2013 earnout target | 2013 earnout target | 2013 earnout target | ||||||
Minimum | Minimum | ||||||||||
2012 Acquisition - Sprint Pipeline Services, L.P. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | $28,377 | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for acquisitions | 2,273 | 38,110 | 21,197 | ' | 21,197 | ' | ' | ' | ' | ' | ' |
Company common stock as a part of consideration | ' | ' | 980 | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares of common stock issued | ' | ' | 62,052 | 62,052 | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration | ' | ' | 6,200 | ' | ' | ' | ' | 3,300 | 3,020 | 2,745 | ' |
Pretax income threshold for measuring financial performance | ' | ' | ' | ' | ' | ' | 7,000 | ' | ' | ' | 7,750 |
Contingent consideration in cash | ' | ' | ' | ' | ' | $4,000 | ' | ' | ' | $4,000 | ' |
Business_Combinations_Details_1
Business Combinations (Details 3) (Silva, USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | 30-May-12 |
Silva | ' |
2012 Acquisition - Silva Companies | ' |
Total consideration | $14,090 |
Business_Combinations_Details_2
Business Combinations (Details 4) (Saxon, USD $) | 0 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 28, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
item | |||
2012 Acquisition - The Saxon Group | ' | ' | ' |
Cash consideration | $550 | ' | ' |
Bank note as part of consideration | 2,429 | ' | ' |
Contingent consideration | 1,950 | 2,269 | 2,028 |
Total consideration | 4,929 | ' | ' |
Contingent consideration in cash | 2,500 | ' | ' |
Number of targets for payment of contingent cash consideration | 2 | ' | ' |
2013 earnout target | ' | ' | ' |
2012 Acquisition - The Saxon Group | ' | ' | ' |
EBITDA period | '15 months | ' | ' |
2013 earnout target | Minimum | ' | ' | ' |
2012 Acquisition - The Saxon Group | ' | ' | ' |
Pretax income threshold for measuring financial performance | 4,000 | ' | ' |
2014 earnout target | ' | ' | ' |
2012 Acquisition - The Saxon Group | ' | ' | ' |
EBITDA period | '21 months | ' | ' |
2014 earnout target | Minimum | ' | ' | ' |
2012 Acquisition - The Saxon Group | ' | ' | ' |
Pretax income threshold for measuring financial performance | $4,750 | ' | ' |
Business_Combinations_Details_3
Business Combinations (Details 5) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | 9 Months Ended | |||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Jan. 07, 2013 | Nov. 17, 2012 | Aug. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 17, 2012 | Nov. 17, 2012 | Nov. 17, 2012 | Nov. 17, 2012 | Nov. 17, 2012 | Nov. 17, 2012 | Sep. 30, 2013 |
Q3C | Q3C | Q3C | Q3C | Q3C | Q3C | Q3C | Q3C | Q3C | Q3C | Q3C | Q3C | |||
Earnout target period from November 18, 2012 through December 31, 2013 | Earnout target period from November 18, 2012 through December 31, 2013 | Earnout target period from November 18, 2012 through December 31, 2013 | 2014 earnout target | 2014 earnout target | 2014 earnout target | 2014 earnout target | ||||||||
Minimum | Maximum | Minimum | Maximum | Maximum | ||||||||||
2012 Acquisition - Q3 Contracting | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total consideration | ' | ' | ' | $56,592 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for acquisitions | 2,273 | 38,110 | ' | 48,116 | 598 | 598 | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration | ' | ' | ' | 7,448 | ' | 8,536 | 7,490 | ' | ' | ' | ' | ' | ' | ' |
Company common stock as a part of consideration | ' | ' | ' | 430 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pretax income threshold for measuring financial performance | ' | ' | ' | ' | ' | ' | ' | ' | 17,700 | ' | ' | 19,000 | ' | ' |
Contingent consideration in cash | ' | ' | ' | ' | ' | ' | ' | 3,750 | ' | ' | 3,750 | ' | ' | ' |
Additional potential contingent consideration | ' | ' | ' | ' | ' | ' | ' | ' | 1,250 | 5,000 | ' | 1,250 | 5,000 | 5,000 |
EBITDA threshold for measuring financial performance, case two | ' | ' | ' | ' | ' | ' | ' | ' | $19,000 | ' | ' | $22,000 | ' | ' |
Unregistered shares of common stock issued with an acquisition | ' | ' | 29,273 | ' | ' | 29,273 | ' | ' | ' | ' | ' | ' | ' | ' |
Business_Combinations_Details_4
Business Combinations (Details 6) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | ||||||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Mar. 12, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2012 | Sep. 30, 2012 | Mar. 11, 2013 | Jun. 30, 2013 | Sep. 30, 2013 | Jan. 07, 2013 | Nov. 17, 2012 | Aug. 31, 2013 | Sep. 30, 2013 |
Sprint | Sprint | Sprint | Silva | Saxon | FSSI | FSSI | FSSI | Q3C | Q3C | Q3C | Q3C | |||||
Business combinations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid for acquisitions | ' | ' | $2,273 | $38,110 | $21,197 | ' | $21,197 | $13,934 | $2,979 | $1,025 | $650 | $1,675 | ' | $48,116 | $598 | $598 |
Pro forma results | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pro forma tax rate used in calculating taxes on income from continuing operations (as a percent) | 39.00% | 39.00% | 39.00% | 39.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unregistered shares of common stock issued with an acquisition | ' | ' | ' | ' | 62,052 | 62,052 | ' | ' | ' | ' | ' | ' | 29,273 | ' | ' | 29,273 |
Revenues | 551,333 | 476,570 | 1,409,140 | 1,192,167 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income before provision for income taxes | 37,268 | 31,967 | 79,283 | 65,395 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to Primoris | $21,845 | $19,379 | $47,109 | $39,848 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average common shares outstanding: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in shares) | 51,568 | 51,427 | 51,530 | 51,433 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Diluted (in shares) | 51,671 | 51,433 | 51,594 | 51,448 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic (in dollars per share) | $0.42 | $0.38 | $0.91 | $0.77 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Diluted (in dollars per share) | $0.42 | $0.38 | $0.91 | $0.77 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible_Assets_Details
Intangible Assets (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Intangible assets | ' | ' | ' | ' | ' |
Amortization expense of intangible assets | $1,891 | $1,476 | $5,576 | $4,669 | ' |
Estimated future amortization expense for intangible assets | ' | ' | ' | ' | ' |
2013 (remaining three months) | 1,891 | ' | 1,891 | ' | ' |
2014 | 7,454 | ' | 7,454 | ' | ' |
2015 | 6,404 | ' | 6,404 | ' | ' |
2016 | 6,029 | ' | 6,029 | ' | ' |
2017 | 5,909 | ' | 5,909 | ' | ' |
Thereafter | 20,315 | ' | 20,315 | ' | ' |
Total | 48,002 | ' | 48,002 | ' | 51,978 |
Tradename | ' | ' | ' | ' | ' |
Estimated future amortization expense for intangible assets | ' | ' | ' | ' | ' |
Total | 21,808 | ' | 21,808 | ' | 23,586 |
Tradename | Minimum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Amortization Period | ' | ' | '3 years | ' | ' |
Tradename | Maximum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Amortization Period | ' | ' | '10 years | ' | ' |
Non-compete agreements | ' | ' | ' | ' | ' |
Estimated future amortization expense for intangible assets | ' | ' | ' | ' | ' |
Total | 2,991 | ' | 2,991 | ' | 4,130 |
Non-compete agreements | Minimum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Amortization Period | ' | ' | '2 years | ' | ' |
Non-compete agreements | Maximum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Amortization Period | ' | ' | '5 years | ' | ' |
Customer relationship | ' | ' | ' | ' | ' |
Estimated future amortization expense for intangible assets | ' | ' | ' | ' | ' |
Total | 23,203 | ' | 23,203 | ' | 24,212 |
Customer relationship | Minimum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Amortization Period | ' | ' | '5 years | ' | ' |
Customer relationship | Maximum | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Amortization Period | ' | ' | '15 years | ' | ' |
Backlog | ' | ' | ' | ' | ' |
Intangible assets | ' | ' | ' | ' | ' |
Amortization Period | ' | ' | '9 months | ' | ' |
Estimated future amortization expense for intangible assets | ' | ' | ' | ' | ' |
Total | ' | ' | ' | ' | $50 |
Accounts_Payable_and_Accrued_L2
Accounts Payable and Accrued Liabilities (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounts Payable and Accrued Liabilities | ' | ' |
Retention amounts included in accounts payable | $8,359 | $15,946 |
Accrued expenses and other current liabilities | ' | ' |
Payroll and related employee benefits | 51,354 | 33,086 |
Insurance, including self-insurance reserves | 35,233 | 22,982 |
Reserve for estimated losses on uncompleted contracts | 2,018 | 764 |
Corporate income taxes and other taxes | 2,396 | 3,779 |
Accrued overhead cost | 1,326 | 2,007 |
Other | 9,554 | 13,534 |
Total accrued expenses and other current liabilities | $101,881 | $76,152 |
Credit_Arrangements_Details
Credit Arrangements (Details) | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | Dec. 28, 2012 | Sep. 30, 2013 | Jul. 25, 2013 | Dec. 28, 2012 | Sep. 30, 2013 | Dec. 28, 2012 | Dec. 31, 2010 | Dec. 18, 2009 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Oct. 29, 2009 | |
Senior Notes | Senior Notes | Senior Notes | Notes Agreement | Notes Agreement | Notes Agreement | Notes Agreement | Subordinated Promissory Note | Subordinated Promissory Note | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Canadian Credit Facility | Canadian Credit Facility | Canadian Credit Facility | Agreement with Private Bank and Trust Company | |
USD ($) | USD ($) | Minimum | USD ($) | USD ($) | Minimum | Maximum | Rockford | James Construction Group LLC | LIBOR | Base rate | Federal funds rate | Prime rate | Minimum | Revolving line of credit | Revolving line of credit | Commercial letters of credit | Commercial letters of credit | Commercial letters of credit | Commercial letters of credit | Commercial letters of credit | USD ($) | |
USD ($) | item | USD ($) | USD ($) | USD ($) | USD ($) | Minimum | USD ($) | USD ($) | CAD | CAD | Maximum | |||||||||||
USD ($) | ||||||||||||||||||||||
Credit arrangements | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $75,000,000 | ' | $75,000,000 | ' | 10,000,000 | ' | ' | ' |
Incremental maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' |
Variable rate basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'LIBOR | 'Base Rate | 'Federal Funds Rate | 'prime rate | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment to be paid on debt | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | 3.65% | ' | ' | 3.85% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restrictions on investments, change of control provisions and provisions as a percentage of total assets to be disposed off | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Total commercial letters of credit outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,808,000 | 4,808,000 | 3,410,000 | 1,364,000 | ' | ' |
Available borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,192,000 | ' | ' | ' | 6,590,000 | ' | ' | ' |
Borrowings to be incurred prior to December 28, 2016 | ' | ' | ' | ' | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | 0 |
Term of credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Annual fee (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' |
Required principal payment | 7,100,000 | ' | ' | 3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial principal amount | ' | $50,000,000 | ' | $25,000,000 | $25,000,000 | ' | ' | $16,712,000 | $53,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of annual principal payments | ' | ' | ' | 7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Noncontrolling_Interests_Detai
Noncontrolling Interests (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Noncontrolling Interests | ' | ' | ' | ' | ' |
Revenues | $551,333,000 | $431,842,000 | $1,406,341,000 | $1,060,851,000 | ' |
Net income attributable to noncontrolling interests | 1,348,000 | 432,000 | 1,947,000 | 600,000 | ' |
Tax effect on income recognized | 14,075,000 | 10,965,000 | 30,272,000 | 24,875,000 | ' |
Accounts receivable | 284,497,000 | ' | 284,497,000 | ' | 268,095,000 |
Current liabilities | 410,633,000 | ' | 410,633,000 | ' | 420,669,000 |
Blythe joint venture | Primary beneficiary | ' | ' | ' | ' | ' |
Noncontrolling Interests | ' | ' | ' | ' | ' |
Revenues | 15,468,000 | 7,750,000 | 47,371,000 | 13,164,000 | ' |
Net income attributable to noncontrolling interests | 1,348,000 | 432,000 | 1,947,000 | 600,000 | ' |
Tax effect on income recognized | ' | ' | 0 | ' | ' |
Distributions to noncontrolling interests | ' | ' | 2,500,000 | 0 | ' |
Distributions from joint venture | ' | ' | 2,500,000 | 0 | ' |
Capital contributions | ' | ' | 0 | ' | ' |
Cash | 1,793,000 | ' | 1,793,000 | ' | 3,565,000 |
Accounts receivable | 8,448,000 | ' | 8,448,000 | ' | 8,843,000 |
Current liabilities | $8,318,000 | ' | $8,318,000 | ' | $9,379,000 |
Contingent_Earnout_Liabilities1
Contingent Earnout Liabilities (Details) (USD $) | 9 Months Ended | 1 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Apr. 30, 2013 |
Rockford | |||
2012 earnout target | |||
Contingent earnout liabilities | ' | ' | ' |
Cash paid | $2,273 | $38,110 | $6,900 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2010 | |
SIGI | SIGI | Roger Newnham | Roger Newnham | Lemmie Rockford | Lemmie Rockford | Quality RE Partners | Pluris, LLC | Pluris, LLC | Pluris, LLC | |||||
item | ||||||||||||||
Related party transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease payments to related party | $379,000 | $327,000 | $1,176,000 | $975,000 | $688,000 | $695,000 | $223,000 | $212,000 | $68,000 | $68,000 | $198,000 | ' | ' | ' |
Amount of the agreement to construct a wastewater facility for Pluris, LLC | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,100,000 |
Related party revenues recognized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 362,000 | ' |
Net income | $23,193,000 | $17,948,000 | $49,126,000 | $40,335,000 | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' |
Number of former shareholders owning leased property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' |
Number of current employees owning leased property | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (2013 Plan, Restricted Stock Units, USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended |
3-May-13 | Sep. 30, 2013 | Sep. 30, 2013 | |
item | |||
2013 Plan | Restricted Stock Units | ' | ' | ' |
Stock-based compensation | ' | ' | ' |
Shares granted | 100,000 | ' | ' |
Number of equal installments to vest units over the service period from 2014 through 2017 | ' | ' | 4 |
Number of shares of common stock issued for each unit when vested | ' | 1 | 1 |
Grant date fair value (in dollars per unit) | ' | $21.98 | $21.98 |
Compensation expense recognized | ' | $138,000 | $229,000 |
Unrecognized compensation expense | ' | $1,970,000 | $1,970,000 |
Period to recognize unrecognized compensation expense | ' | ' | '3 years 7 months 6 days |
Accrued dividend equivalent units | ' | ' | 0 |
Income_Taxes_Details
Income Taxes (Details) | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes | ' |
Effective tax rate on income before taxes and noncontrolling interests (as a percent) | 38.13% |
Effective tax rate for income attributable to Primoris (as a percent) | 39.09% |
U.S. federal statutory rate (as a percent) | 35.00% |
Minimum period of statute of limitations of state and foreign jurisdictions | '3 years |
Maximum period of statute of limitations of state and foreign jurisdictions | '5 years |
Dividends_and_Earnings_Per_Sha2
Dividends and Earnings Per Share (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
In Thousands, except Per Share data, unless otherwise specified | Oct. 15, 2013 | Aug. 02, 2013 | Jul. 15, 2013 | 3-May-13 | Apr. 15, 2013 | Mar. 05, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Dividends and Earnings Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash dividend declared (in dollars per share) | ' | $0.04 | ' | $0.04 | ' | $0.03 | ' | ' | ' | ' |
Total dividend paid | $1,805 | ' | $1,805 | ' | $1,547 | ' | ' | ' | $3,352 | $4,611 |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income attributable to Primoris | ' | ' | ' | ' | ' | ' | $21,845 | $17,516 | $47,179 | $39,735 |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average shares for computation of basic earnings per share | ' | ' | ' | ' | ' | ' | 51,568 | 51,398 | 51,529 | 51,387 |
Dilutive effect of shares issued to independent directors | ' | ' | ' | ' | ' | ' | 3 | 6 | 10 | 15 |
Dilutive effect of shares issued as part of Q3C acquisition | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Dilutive effect of unvested restricted stock units | ' | ' | ' | ' | ' | ' | 100 | ' | 55 | ' |
Weighted average shares for computation of diluted earnings per share | ' | ' | ' | ' | ' | ' | 51,671 | 51,404 | 51,595 | 51,402 |
Earnings per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basic earnings per share (in dollars per share) | ' | ' | ' | ' | ' | ' | $0.42 | $0.34 | $0.92 | $0.77 |
Diluted earnings per share (in dollars per share) | ' | ' | ' | ' | ' | ' | $0.42 | $0.34 | $0.91 | $0.77 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 1 Months Ended | 0 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Aug. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2012 | Jan. 07, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Q3 Contracting | Q3 Contracting | Q3 Contracting | ||||
Stockholders' equity | ' | ' | ' | ' | ' | ' |
Amount received for shares of common stock issued under a purchase arrangement | ' | $1,455 | $1,240 | ' | ' | ' |
Shares of common stock issued to managers and executives under a purchase arrangement within the Long-Term Incentive Plan for bonus amounts earned in the prior year | ' | 131,989 | 111,790 | ' | ' | ' |
Discounted price from market price at which shares purchased by participants in LTI Plan (as a percent) | ' | 75.00% | ' | ' | ' | ' |
Shares of common stock issued as a part of quarterly compensation of non-employee members of the Board of Directors | 9,110 | 12,480 | ' | ' | ' | ' |
Stock issued to sellers (in shares) | ' | ' | ' | 29,273 | 29,273 | ' |
Price of shares issued (in dollars per share) | ' | ' | ' | ' | ' | $14.69 |
Stock issued for acquisition | ' | ' | ' | ' | ' | $430 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Commitments and Contingencies. | ' | ' | ' | ' |
Total lease expense | $3,566 | $2,629 | $11,111 | $7,388 |
Lease payments to related party | $379 | $327 | $1,176 | $975 |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details 2) (USD $) | Nov. 30, 2011 | Feb. 07, 2012 | Mar. 31, 2013 | Nov. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
James Construction Group LLC | Q3C | Q3C | Letters of credit | Letters of credit | Bonding | Bonding | ||
North Texas Tollway Authority v. James Construction Group, LLC | ||||||||
item | ||||||||
Commitments and contingencies | ' | ' | ' | ' | ' | ' | ' | ' |
Total commercial letters of credit outstanding | ' | ' | ' | ' | $8,123,000 | $6,168,000 | ' | ' |
Cost to repair retaining wall | ' | 5,400,000 | ' | ' | ' | ' | ' | ' |
Number of other walls constructed on the project, which could have potential exposure to failure | ' | 6 | ' | ' | ' | ' | ' | ' |
Bid and completion bonds issued and outstanding | ' | ' | ' | ' | ' | ' | 1,449,158,000 | 1,298,589,000 |
Withdrawal liability recorded | $7,500,000 | ' | $119,000 | $85,000 | ' | ' | ' | ' |
Reportable_Operating_Segments_1
Reportable Operating Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
item | |||||
Reportable Operating Segments | ' | ' | ' | ' | ' |
Number of operating segments | ' | ' | 3 | ' | ' |
Segment reporting information | ' | ' | ' | ' | ' |
Revenue | $551,333 | $431,842 | $1,406,341 | $1,060,851 | ' |
% of Segment Revenue | 100.00% | 100.00% | 100.00% | 100.00% | ' |
Gross Profit | 75,465 | 56,291 | 181,098 | 137,891 | ' |
% of Segment Revenue | 13.70% | 13.00% | 12.90% | 13.00% | ' |
Goodwill | 118,626 | ' | 118,626 | ' | 116,941 |
East | ' | ' | ' | ' | ' |
Segment reporting information | ' | ' | ' | ' | ' |
Revenue | 178,716 | 181,260 | 544,325 | 459,167 | ' |
% of Segment Revenue | 32.40% | 42.00% | 38.70% | 43.30% | ' |
Gross Profit | 10,600 | 18,664 | 40,810 | 47,442 | ' |
% of Segment Revenue | 5.90% | 10.30% | 7.50% | 10.30% | ' |
Goodwill | 70,946 | ' | 70,946 | ' | 69,859 |
West | ' | ' | ' | ' | ' |
Segment reporting information | ' | ' | ' | ' | ' |
Revenue | 362,362 | 242,033 | 828,242 | 567,351 | ' |
% of Segment Revenue | 65.70% | 56.00% | 58.90% | 53.50% | ' |
Gross Profit | 62,520 | 35,602 | 133,195 | 84,297 | ' |
% of Segment Revenue | 17.30% | 14.70% | 16.10% | 14.90% | ' |
Goodwill | 45,239 | ' | 45,239 | ' | 44,641 |
Engineering | ' | ' | ' | ' | ' |
Segment reporting information | ' | ' | ' | ' | ' |
Revenue | 10,255 | 8,549 | 33,774 | 34,333 | ' |
% of Segment Revenue | 1.90% | 2.00% | 2.40% | 3.20% | ' |
Gross Profit | 2,345 | 2,025 | 7,093 | 6,152 | ' |
% of Segment Revenue | 22.90% | 23.70% | 21.00% | 17.90% | ' |
Goodwill | $2,441 | ' | $2,441 | ' | $2,441 |
Reportable_Operating_Segments_2
Reportable Operating Segments (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 |
Revenues and total assets by geographic area | ' | ' | ' | ' | ' |
Revenue | $551,333 | $431,842 | $1,406,341 | $1,060,851 | ' |
% of Revenue | 100.00% | 100.00% | 100.00% | 100.00% | ' |
Total Assets | 1,019,011 | ' | 1,019,011 | ' | 931,207 |
United States | ' | ' | ' | ' | ' |
Revenues and total assets by geographic area | ' | ' | ' | ' | ' |
Revenue | ' | ' | 1,393,837 | 1,053,547 | ' |
% of Revenue | ' | ' | 99.10% | 99.30% | ' |
Total Assets | 1,007,980 | ' | 1,007,980 | ' | 920,872 |
Non-United States | ' | ' | ' | ' | ' |
Revenues and total assets by geographic area | ' | ' | ' | ' | ' |
Revenue | ' | ' | 12,504 | 7,304 | ' |
% of Revenue | ' | ' | 0.90% | 0.70% | ' |
Total Assets | $11,097 | ' | $11,097 | ' | $10,335 |